Common use of Financial Assurances Clause in Contracts

Financial Assurances. (a) At any time, upon the request of the Carrier, any prospective or existing Shipper shall provide information to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positions. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positions. (b) Subject to the provisions of Rule 18(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) prepayment; (ii) a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”). (c) In the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial Assurances.

Financial Assurances. (a) At With respect to any timeProgram produced hereunder, upon the request Guild, prior to the commencement of production of such program, may require such financial assurances from Employer as it deems advisable to insure performance of Employer's obligations to pay the Residuals, including, without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: 1. If the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the Program, so long as the Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Articles 1, 7, 23, 24, 29 and/or 31 of this Agreement, as applicable, the Guild shall not exercise any rights under such security agreement Article 30, Section B. -230- which would in any way interfere with the rights of the CarrierDistributor to distribute the Program and receive all revenues from such distribution, any prospective or existing Shipper shall provide information provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Carrier Guild and is in compliance with the terms thereof. 2. If any "Qualified Residual Payor," as that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum term is defined in Section C. below, assumes in perpetuity under the terms Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the Program or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of this tariffGuaranty set forth in Exhibit 2) all of such obligations thereunder, including the payment Guild will release and cause to be discharged of transportation record all such security interests, liens, charges or other handling chargesencumbrances entered into by or obtained from such Employer and will not require further financial assurances from such Employer; provided, equalization obligations and however, the value of the allowance oil and negative Shipper’s balance positions. The Carrier Employer's primary liability as an Employer shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positionsreleased thereby. 3. If any "Qualified Residual Payor" acquires rights to distribute the Program in specific territories and media (bbut not all territories and media) Subject to the provisions of Rule 18(c)in perpetuity, the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances and has assumed responsibility for the payment of all charges Residuals for such territories and costs as provided for in this tariff, or otherwise lawfully due media so acquired pursuant to the CarrierDistributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit 2) all of such obligations thereunder, to be provided at then if the expense Employer has granted or thereafter grants a security interest in favor of the Shipper: Guild in the Program and related collateral as defined in the DGA Security Agreement, the Guild: (ia) prepayment; agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such Qualified Residual Payor; and (iib) a letter acknowledges Qualified Residual Payor's continuing rights of credit in favour full, unlimited but non-exclusive access to and use of Carrier in an amount sufficient to ensure payment of any and all costs physical items and charges that could reasonably accrue due elements relating to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”)Program. (c) In 4. If any "Qualified Residual Payor" acquires rights to distribute the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or Program in specific territories and media for a limited period of time, and has become impaired or unsatisfactory (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances assumed responsibility for the payment of the charges Residuals for such term and costs as provided for in this tariff or otherwise lawfully due such territories and media pursuant to the Carrier Distributor's Assumption Agreement or guarantees in a written form satisfactory to -231- Article 30, Section B. the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit 2) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Program shall remain in effect, but the Guild agrees: (a) to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media for the term of the rights acquired by the Qualified Residual Payor, including renewals and extensions; and (b) acknowledges the Qualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial AssurancesProgram.

Financial Assurances. TransCanada may as a condition of entering into this Precedent Agreement and at any time and from time to time prior to or during the term of this Precedent Agreement request, by Notice to Shipper, that Shipper provide financial assurances in an amount, type and form acceptable to TransCanada for the performance of its obligations pursuant to this Precedent Agreement or (aif applicable) At request that Shipper replace, increase or otherwise amend any financial assurances for the performance of its obligations pursuant to this Precedent Agreement previously provided by Shipper to TransCanada ("Financial Assurances"), such Financial Assurances are to be in an amount that does not exceed TransCanada's estimate of the maximum payment obligations Shipper could be subject to upon an Event of Cancellation (the "Financial Assurances Request"). From time to time, and at any time, upon prior to or during the term of this Precedent Agreement TransCanada may assess the Shipper's creditworthiness related to the performance of its obligations pursuant to this Precedent Agreement. When performing any such assessment, TransCanada shall apply the same criteria in assessing Shipper's creditworthiness as it applies when determining whether to request Financial Assurances pursuant to TransCanada's Canadian Mainline Transportation Tariff (as amended from time to time) from a shipper on the TransCanada System. TransCanada shall not require Financial Assurances pursuant to this Paragraph 20 unless, pursuant to any assessment performed as described above, TransCanada makes a determination that Shipper is not creditworthy. No later than five (5) Banking Days from receipt of the Carrier, any prospective or existing a Financial Assurances Request Shipper shall provide information TransCanada with the Financial Assurances in the form and amount specified in such Financial Assurances Request. In addition to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positions. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper remedies TransCanada may have if the Shipper or prospective Shipper fails to provide the requested information to the Carrier such Financial Assurances within ten five (105) days Banking Days from receipt of the Carrier’s written requestsuch Financial Assurances Request, or if the Carrier’s review provided that no Event of the requested information reveals that the existing or prospective Shipper does not Cancellation has occurred, TransCanada shall have the capacity right, in its sole discretion, to perform declare an Event of Cancellation pertaining to any financial obligations that could arise from the transportation Phase for which a Firm Transportation Service Contract has not been fully executed by providing Notice of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positions. (b) Subject its intention to the provisions of Rule 18(c), the Carrier, upon notice do so to the Shipper, may only require one or more which Event of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) prepayment; (ii) a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”). (c) In the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or has Cancellation shall become impaired or unsatisfactory (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s effective immediately upon receipt of Carrier’s written request for such Financial AssurancesNotice by Shipper.

Financial Assurances. (a) a. At any time, upon the request of the Carrier, any prospective or existing Shipper shall provide information to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positions. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positions. (b) b. Subject to the provisions of Rule 18(c19(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) i. prepayment; (ii) . a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) . a guaranty guarantee in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) . such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (the “the Financial Assurances”). (c) c. In the event that the Carrier reasonably determines that: (i) i. the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory; (ii) . any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) . the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial Assurances.

Financial Assurances. (a) At With respect to any timeProgram produced hereunder, upon the request Guild, prior to the commencement of production of such program, may require such financial assurances from Employer as it deems advisable to insure performance of Employer's obligations to pay the Residuals, including, without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: 1. If the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the Program, so long as the Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Articles 1, 7, 23, 24, 29 and/or 31 of this Agreement, as applicable, the Guild shall not exercise any rights under such security agreement Article 30, Section B. -240- which would in any way interfere with the rights of the CarrierDistributor to distribute the Program and receive all revenues from such distribution, any prospective or existing Shipper shall provide information provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Carrier Guild and is in compliance with the terms thereof. 2. If any "Qualified Residual Payor," as that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum term is defined in Section C. below, assumes in perpetuity under the terms Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the Program or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of this tariffGuaranty set forth in Exhibit 2) all of such obligations thereunder, including the payment Guild will release and cause to be discharged of transportation record all such security interests, liens, charges or other handling chargesencumbrances entered into by or obtained from such Employer and will not require further financial assurances from such Employer; provided, equalization obligations and however, the value of the allowance oil and negative Shipper’s balance positions. The Carrier Employer's primary liability as an Employer shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positionsreleased thereby. 3. If any "Qualified Residual Payor" acquires rights to distribute the Program in specific territories and media (bbut not all territories and media) Subject to the provisions of Rule 18(c)in perpetuity, the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances and has assumed responsibility for the payment of all charges Residuals for such territories and costs as provided for in this tariff, or otherwise lawfully due media so acquired pursuant to the CarrierDistributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit 2) all of such obligations thereunder, to be provided at then if the expense Employer has granted or thereafter grants a security interest in favor of the Shipper: Guild in the Program and related collateral as defined in the DGA Security Agreement, the Guild: (ia) prepayment; agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such Qualified Residual Payor; and (iib) a letter acknowledges Qualified Residual Payor's continuing rights of credit in favour full, unlimited but non-exclusive access to and use of Carrier in an amount sufficient to ensure payment of any and all costs physical items and charges that could reasonably accrue due elements relating to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”)Program. (c) In 4. If any "Qualified Residual Payor" acquires rights to distribute the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or Program in specific territories and media for a limited period of time, and has become impaired or unsatisfactory (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances assumed responsibility for the payment of the charges Residuals for such term and costs as provided for in this tariff or otherwise lawfully due such territories and media pursuant to the Carrier Distributor's Assumption Agreement or guarantees in a written form satisfactory to -241- Article 30, Section B. the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit 2) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Program shall remain in effect, but the Guild agrees: (a) to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media for the term of the rights acquired by the Qualified Residual Payor, including renewals and extensions; and (b) acknowledges the Qualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial AssurancesProgram.

Financial Assurances. If Shipper has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Shipper, Carrier shall have the right to request and receive from Shipper adequate assurance of performance (“Financial Assurance”) which shall mean credit support in a form reasonably acceptable to Carrier and in an amount and for the term reasonably acceptable to Carrier. Any of the following shall be an acceptable form of credit support: (a) At any time, upon the request An irrevocable standby letter of credit from a bank satisfactory to Carrier; (b) Provide a prepayment or a deposit in advance of the Month in which Services hereunder are to be provided; or (c) A performance bond issued by a Person satisfactory to Carrier. If the credit of Shipper’s guarantor is satisfactory in Carrier’s opinion, a demand for Financial Assurance can be satisfied with a guarantee issued on behalf of Shipper in a form acceptable to Carrier, any prospective or existing Shipper shall provide information to but only for as long as the Carrier that will allow the Carrier to determine the prospective or existing credit of Shipper’s capacity guarantor continues to perform any financial obligations be acceptable to Carrier. Carrier acknowledges and agrees that could arise from the transportation or other handling of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positionsMemorial Resource Development Corp. is a satisfactory guarantor. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Should Shipper or prospective Shipper fails its guarantor fail to provide the requested information to the Carrier Financial Assurance within ten (10) days Business Days after receipt of the Carrier’s written requestdemand for such assurance, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not then Carrier shall have the capacity right to perform suspend performance under this Agreement until such time as Shipper furnishes Financial Assurance. For the avoidance of doubt, such suspension of performance by Carrier shall not relieve Shipper of its obligation to make payments of amounts due hereunder, including, without limitation, payment of fees due hereunder. If during the Term, Carrier has failed to pay any financial obligations that could arise amount when due under this Agreement and if such non-payment is not being disputed in good faith by Carrier, Shipper shall have the right to request and receive from the transportation of that Shipper’s Crude Petroleum Carrier adequate Financial Assurance under the similar terms of this tariffand conditions as described above, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positionsright to suspend performance under this Agreement until such time as Carrier furnishes Financial Assurance. (b) Subject to the provisions of Rule 18(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) prepayment; (ii) a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”). (c) In the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial Assurances.

Financial Assurances. (a) At any time, upon the request of the Carrier, any prospective or existing Shipper shall provide information to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum NGL under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positions. The Carrier shall not be obligated to accept Crude Petroleum NGL for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum NGL under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positions. (b) Subject to the provisions of Rule 18(c21(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) prepayment; ; (ii) a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; ; (iii) a guaranty guarantee in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (the “the Financial Assurances”). (c) In the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory ; (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum NGL under the terms of this tariff; or or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum NGL by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude PetroleumNGL, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum NGL for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to lo deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial Assurances.. p Denotes changes in wording from NEB No. 278 As used in this tariff, the following terms have the following meanings:

Financial Assurances. (a) At any time, upon the request of the Carrier, any prospective or existing Shipper shall provide information to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum NGL under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positions. The Carrier shall not be obligated to accept Crude Petroleum NGL for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum NGL under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positions. (b) Subject to the provisions of Rule 18(c20(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) prepayment; (ii) a letter of credit in favour favor of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”). (c) In the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory; (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum NGL under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum NGL by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude PetroleumNGL, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum NGL for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial Assurances. [C] – Cancel [N] – New [W] – Change in wording only The International Joint Tariff Administrator shall collect from the shippers the transportation revenue for all crude petroleum shipped under the International Joint Tariffs in effect at the time of transportation and shall distribute the appropriate share of transportation revenue to each of the Parties to the International Joint Tariffs as follows: No later than 30 days following the end of each month during the Term, the International Joint Tariff Administrator shall pay to EELP as its division of the joint toll revenue for that month the following aggregate amount in U.S. dollars: (1) for each delivery point on the Lakehead System to which deliveries have been made under the International Joint Tariff during such month, the volume so delivered (for which tolls were paid under the International Joint Tariff), multiplied by the then-current Lakehead local tariff rate (as such local tariff rate may change from time to time in accordance with applicable FERC regulations and orders) that would have applied for a movement from the international border near Gretna, Manitoba to such delivery point and (2) the dollar value of all Allowance Oil collected by EPI with respect to volumes transported on the Lakehead System under the International Joint Tariff during such month.

Financial Assurances. (a) At ▇▇▇▇▇▇ may at any time, upon the or from time to time, request of the Carrier, and any prospective or existing Shipper shall provide information to the Carrier ▇▇▇▇▇▇ that will allow the Carrier ▇▇▇▇▇▇ to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value provision of the allowance oil and negative goods or services by ▇▇▇▇▇▇ to that Shipper’s balance positions. The Carrier shall not be obligated ▇▇▇▇▇▇ may, at its sole discretion, refuse to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier ▇▇▇▇▇▇ within ten (10) days Days of the Carrier’s ▇▇▇▇▇▇’▇ written request, or if the Carrier’s review of the requested information reveals ▇▇▇▇▇▇ determines in its sole discretion that the existing or prospective Shipper does not have have, or no longer has, the capacity to perform any financial obligations obligation that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positionsPetroleum. (b) Subject to the provisions of Rule 18(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) prepayment; (ii) a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”). (c) In the event that the Carrier ▇▇▇▇▇▇ reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain requires Financial Assurances or additional Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier ▇▇▇▇▇▇ relating to the transportation of the Shipper’s Crude Petroleum and the provision of goods or services to that Shipper by the Carrier. For the purpose of this tariff▇▇▇▇▇▇, and without limiting the generality which Financial Assurances may include one or more of the charges and costs lawfully following: (i) prepayment; (ii) a letter of credit in favour of ▇▇▇▇▇▇ in an amount sufficient to ensure payment to ▇▇▇▇▇▇; (iii) a guarantee, from a party satisfactory to ▇▇▇▇▇▇ in its sole discretion, in an amount sufficient to ensure payment due to ▇▇▇▇▇▇; or (iv) such other enforceable collateral security satisfactory to ▇▇▇▇▇▇ in its sole discretion, (collectively the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil“Financial Assurances”). The Carrier ▇▇▇▇▇▇ shall not be obligated obliged to accept Crude Petroleum for transportation from an existing or prospective such Shipper if the Shipper or prospective such Shipper fails to deliver the adequate Financial Assurances to Carrier ▇▇▇▇▇▇ within ten (10) days Days of Shipper’s receipt of Carrier’s written request for notice from ▇▇▇▇▇▇ requiring such or additional Financial Assurances. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Without limiting the provisions of Section 7 of the Rules and Regulations, Crude Petroleum Specifications, all Crude Petroleum Tendered shall meet the following specifications using the latest version of the indicated standard or test method. Where more than one standard or test method is shown for a specification parameter, the standard or test method to be used in each situation shall be at the sole discretion of ▇▇▇▇▇▇. Density (kg/m3): ASTM D1298 or D5002. The maximum density shall be: • For the ▇▇▇▇▇▇▇▇ Light stream, 889.0 kg/m³ and, • For all other streams, no limitations. Sulphur Content (g/kg): ASTM D4294 or D2622. No limitations. Vapour Pressure (kPa): ASTM D323 or D6377. The maximum vapor pressure shall be 100 kPa absolute at 37.8 °C. The procedures used to transfer the sample to the vapour pressure testing apparatus may be modified from those stated in the referenced standards to minimize the risk of loss of any portion of the sample. If Crude Petroleum is received having a vapor pressure in excess of this specification, at ▇▇▇▇▇▇’▇ sole discretion a penalty adjustment equal to the Tendered volume multiplied by a penalty factor may be deducted. The penalty factor, expressed as a percentage, shall be equal to 20% of the amount by which the vapor pressure exceeds the vapour pressure specification. Sediment & Water (Volume Percentage): Centrifuge methods MPMS Chapter 10.4 (in the field), D4007-02 (in the lab), distillation/extraction methods ASTM D473, D4006 or ▇▇▇▇ ▇▇▇▇▇▇▇ methods D4377 and D4928. When ▇▇▇▇ ▇▇▇▇▇▇▇ methods, which determine only the water content, are used, ASTM D4807 may be used to determine the sediment content and the two results shall be added together. The maximum Sediment & Water (“S&W”) content shall be 0.50%. If the Tendered Crude Petroleum has a S&W content in excess of this specification, at ▇▇▇▇▇▇’▇ sole discretion a penalty adjustment equal to the amount that the S&W content is in excess of the specification multiplied by the Tendered volume may be deducted in addition to the deduction for the full amount of the S&W content. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sulphate Reducing Bacteria: ASTM D4412. Test results shall be negative. Organic Chlorides: ASTM D4929. Crude Petroleum shall be free of organic chlorides. Cracked Materials (Olefins): ASTM D1319 or any new test for Cracked Materials that is accepted by industry or is required to meet the specifications of the downstream pipeline, terminal or other facility into which the Crude Petroleum is to be delivered. Crude Petroleum shall be free of cracked materials. TAN (mg KOH/g): ASTM D664 For receipts into the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Terminal from feeder pipelines, including but not limited to the IPF pipeline systems, or into the ▇▇▇▇▇▇ Pipelines, the Total Acid Number (TAN) of Tendered Crude Petroleum shall not be greater than 1.0.

Financial Assurances. With respect to any such motion picture produced hereunder, the Guild, prior to the commencement of principal photography of such motion picture, may require such financial assurances from Employer as it deems advisable to insure performance of Employer's obligations to pay the Residuals, including without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: (a) At any timeIf the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the Picture, upon so long as the request Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Article 18 and/or Article 19 of the CarrierBasic Agreement, as applicable, the Guild shall not exercise any prospective or existing Shipper shall provide information rights under such security agreement which would in any way interfere with the rights of the Distributor to distribute the Picture and receive all revenues from such distribution, provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum under Guild and is in compliance with the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positions. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positionsthereof. (b) Subject If any "Qualified Distributor," as that term is defined in Paragraph 22-106, assumes in perpetuity under the Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the provisions Picture or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Rule 18(c)Guaranty set forth in Exhibit "B-1" of this Agreement) all of such obligations thereunder, the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges Guild will release and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, cause to be provided at the expense discharged of the Shipper: (i) prepayment; (ii) a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of record all such costs security interests, liens, charges or encumbrances entered into by or obtained from such Employer and charges that could reasonably accrue due to will not require further financial assurances from such Employer; provided, however, the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but Employer's primary liability as an Employer shall not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”)be released thereby. (c) In If any "Qualified Distributor" acquires rights to distribute the event that the Carrier reasonably determines that: Picture in specific territories and media (ibut not all territories and media) the existing or prospective Shipper’s financial condition is or in perpetuity, and thereby has become impaired or unsatisfactory (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances assumed responsibility for the payment of the charges Residuals for such territories and costs as provided for in this tariff or otherwise lawfully due media so acquired pursuant to the Carrier Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement) all of such obligations thereunder, then if the Employer has granted or thereafter grants a security interest in favor of the Guild in the Picture and related collateral as defined in the DGA Security Agreement, the Guild: (1) agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such Qualified Distributor; and (2) acknowledges Distributor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the transportation Picture. (d) If any "Qualified Distributor" acquires rights to distribute the Picture in specific territories and media for a limited period of time, and thereby has assumed responsibility for the payment of Residuals for such term and in such territories and media pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit “B-1" of this Agreement) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Picture shall remain in effect, but the Guild agrees: (1) to modify the definition of the Shipper’s Crude Petroleum by collateral in the Carrier. For DGA Security Agreement to exclude those territories and media for the purpose of this tariff, and without limiting the generality term of the charges rights acquired by Distributor, including renewals and costs lawfully due extensions; and (2) acknowledges Distributor's continuing rights of full, unlimited but non-exclusive access to the Carrier and use of any and all physical items and elements relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial AssurancesPicture.

Financial Assurances. (a) a. At any time, upon the request of the Carrier, any prospective or existing Shipper shall provide information to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s 's balance positions. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s 's written request, or if the Carrier’s 's review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s 's balance positionspositions and has not provided the Carrier with a Financial Assurance in accordance with Rule 19 (b), if so requested by the Carrier. (b) b. Subject to the provisions of Rule 18(c19(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) i. prepayment; (ii) . a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) . a guaranty guarantee in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) . such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (the “the Financial Assurances”). (c) c. In the event that the Carrier reasonably determines that: (i) i. the existing or prospective Shipper’s financial condition is or has become impaired or is unsatisfactory; (ii) . any Financial Assurances previously provided by a the Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) . the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s 's receipt of Carrier’s 's written request for such Financial Assurances.

Financial Assurances. (a) At any time, upon the request of the Carrier, any prospective or existing Shipper shall provide information to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum NGL under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positions. The Carrier shall not be obligated to accept Crude Petroleum NGL for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum NGL under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positions. (b) Subject to the provisions of Rule 18(c21(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) prepayment; ; (ii) a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; ; (iii) a guaranty guarantee in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (the “the Financial Assurances”). (c) In the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory ; (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum NGL under the terms of this tariff; or or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum NGL by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude PetroleumNGL, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum NGL for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to lo deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial Assurances.. p Denotes changes in wording from NEB No. 278

Financial Assurances. (a) At With respect to any timeProgram produced hereunder, upon the request Guild, prior to the commencement of production of such program, may require such financial assurances from Employer as it deems advisable to insure performance of Employer's obligations to pay the Residuals, including, without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: 1. If the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the Program, so long as the Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Articles 1, 7, 23, 24, 29 and/or 31 of this Agreement, as applicable, the Guild shall not exercise any rights under such security agreement -231- Article 30, Section B. which would in any way interfere with the rights of the CarrierDistributor to distribute the Program and receive all revenues from such distribution, any prospective or existing Shipper shall provide information provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Carrier Guild and is in compliance with the terms thereof. 2. If any "Qualified Residual Payor," as that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum term is defined in Section C. below, assumes in perpetuity under the terms Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the Program or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of this tariffGuaranty set forth in Exhibit 2) all of such obligations thereunder, including the payment Guild will release and cause to be discharged of transportation record all such security interests, liens, charges or other handling chargesencumbrances entered into by or obtained from such Employer and will not require further financial assurances from such Employer; provided, equalization obligations and however, the value of the allowance oil and negative Shipper’s balance positions. The Carrier Employer's primary liability as an Employer shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positionsreleased thereby. 3. If any "Qualified Residual Payor" acquires rights to distribute the Program in specific territories and media (bbut not all territories and media) Subject to the provisions of Rule 18(c)in perpetuity, the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances and has assumed responsibility for the payment of all charges Residuals for such territories and costs as provided for in this tariff, or otherwise lawfully due media so acquired pursuant to the CarrierDistributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit 2) all of such obligations thereunder, to be provided at then if the expense Employer has granted or thereafter grants a security interest in favor of the Shipper: Guild in the Program and related collateral as defined in the DGA Security Agreement, the Guild: (ia) prepayment; agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such Qualified Residual Payor; and (iib) a letter acknowledges Qualified Residual Payor's continuing rights of credit in favour full, unlimited but non-exclusive access to and use of Carrier in an amount sufficient to ensure payment of any and all costs physical items and charges that could reasonably accrue due elements relating to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”)Program. (c) In 4. If any "Qualified Residual Payor" acquires rights to distribute the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or Program in specific territories and media for a limited period of time, and has become impaired or unsatisfactory (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances assumed responsibility for the payment of the charges Residuals for such term and costs as provided for in this tariff or otherwise lawfully due such territories and media pursuant to the Carrier Distributor's Assumption Agreement or guarantees in a written form satisfactory to Article 30, Section B. -232- the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit 2) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Program shall remain in effect, but the Guild agrees: (a) to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media for the term of the rights acquired by the Qualified Residual Payor, including renewals and extensions; and (b) acknowledges the Qualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial AssurancesProgram.

Financial Assurances. (a) At any time, upon the request of the Carrier, any prospective or existing Shipper shall provide information to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum NGL under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positions. The Carrier shall not be obligated to accept Crude Petroleum NGL for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum NGL under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positions. (b) Subject to the provisions of Rule 18(c20(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) prepayment; (ii) a letter of credit in favour favor of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Financial Assurances”). (c) In the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory; (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum NGL under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum NGL by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude PetroleumNGL, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum NGL for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial Assurances. [C] – Cancel [N] – New [W] – Change in wording only Attachment 4 Division of Revenues The International Joint Tariff Administrator shall collect from the shippers the transportation revenue for all crude petroleum shipped under the International Joint Tariffs in effect at the time of transportation and shall distribute the appropriate share of transportation revenue to each of the Parties to the International Joint Tariffs as follows: No later than 30 days following the end of each month during the Term, the International Joint Tariff Administrator shall pay to EELP as its division of the joint toll revenue for that month the following aggregate amount in U.S. dollars: (1) for each delivery point on the Lakehead System to which deliveries have been made under the International Joint Tariff during such month, the volume so delivered (for which tolls were paid under the International Joint Tariff), multiplied by the then-current Lakehead local tariff rate (as such local tariff rate may change from time to time in accordance with applicable FERC regulations and orders) that would have applied for a movement from the international border near Gretna, Manitoba to such delivery point and (2) the dollar value of all Allowance Oil collected by EPI with respect to volumes transported on the Lakehead System under the International Joint Tariff during such month.

Financial Assurances. (a) At any time, upon the request of the Carrier, any prospective or existing Shipper shall provide information to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper▇▇▇▇▇▇▇’s Crude Petroleum under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s 's balance positions. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s 's written request, or if the Carrier’s 's review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s 's balance positions. (b) Subject to the provisions of [Rule 18(c20(c)], the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) prepayment; ; (ii) a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; ; (iii) a guaranty in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) a master netting agreement meeting the requirements of the Carrier; or (iv) such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (“the Carrier(“the Financial Assurances”). (c) In the event that the Carrier reasonably determines that: (i) the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory ; (ii) any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial Assurances.

Financial Assurances. (a) a. At any time, upon the request of the Carrier, any prospective or existing Shipper shall provide information to the Carrier that will allow the Carrier to determine the prospective or existing Shipper’s capacity to perform any financial obligations that could arise from the transportation or other handling of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation or other handling charges, equalization obligations and the value of the allowance oil and negative Shipper’s balance positions. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to provide the requested information to the Carrier within ten (10) days of the Carrier’s written request, or if the Carrier’s review of the requested information reveals that the existing or prospective Shipper does not have the capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Crude Petroleum under the terms of this tariff, including the payment of transportation charges, equalization obligations and the reasonably determined value of the allowance oil and negative Shipper’s balance positions. (b) b. Subject to the provisions of Rule 18(c19(c), the Carrier, upon notice to the Shipper, may only require one or more of the following Financial Assurances for the payment of all charges and costs as provided for in this tariff, or otherwise lawfully due to the Carrier, to be provided at the expense of the Shipper: (i) i. prepayment; (ii) . a letter of credit in favour of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to the Carrier, in a form and from an institution acceptable to Carrier; (iii) . a guaranty guarantee in an amount sufficient to ensure payment of all such costs and charges that could reasonably accrue due to the Carrier, in a form and from a third party acceptable to Carrier; or (iv) . such other enforceable collateral security, including but not limited to security agreements over assets of the Shipper, in a form acceptable to the Carrier (the “the Financial Assurances”). (c) c. In the event that the Carrier reasonably determines that: (i) i. the existing or prospective Shipper’s financial condition is or has become impaired or unsatisfactory; (ii) . any Financial Assurances previously provided by a Shipper no longer provide adequate security for the performance of the Shipper’s obligations that could arise from the transportation of its Crude Petroleum under the terms of this tariff; or (iii) . the Carrier otherwise determines that it is necessary to obtain Financial Assurances from the Shipper, then the Shipper shall provide Financial Assurances for the payment of the charges and costs as provided for in this tariff or otherwise lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum by the Carrier. For the purpose of this tariff, and without limiting the generality of the charges and costs lawfully due to the Carrier relating to the transportation of the Shipper’s Crude Petroleum, those charges and costs shall include transportation charges, equalization obligations, negative Shipper’s balance positions and the allowance oil. The Carrier shall not be obligated to accept Crude Petroleum for transportation from an existing or prospective Shipper if the Shipper or prospective Shipper fails to deliver the Financial Assurances to Carrier within ten (10) days of Shipper’s receipt of Carrier’s written request for such Financial Assurances. a. Practice applicable to automatic balancing p Effective Date: January 6, 2006 b. Practice applicable to in-line transfers Effective Date: January 1, 2004 Copies of Carrier’s Practices and supporting documents are available on-line at: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/pipelines/about/tariffs-and-tolls.php or through the Carrier’s Shipper Services group, located at: #▇▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇, ▇▇ (Issued in lieu of FERC No. 41.0.0 which was withdrawn) The Rules and Regulations published herein apply only under tariffs making specific reference by FERC number to this tariff; such reference will include supplements hereto and successive issues hereof. Specific rules and regulations published in individual tariffs will take precedence over Rules and Regulations published herein. [C] Issued on 14 days notice under authority of 18 C.F.R. 341.14. This tariff is conditionally accepted subject to refund pending a 30 day review period. [N] This is a baseline tariff filed in compliance with ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ¶ 61,270 (2008). [N] Issued on less than one day’s notice under authority of 18 CFR 341.14. This tariff publication is conditionally accepted subject to refund pending a 30-day review period. The provisions published herein will, if effective, not result in an effect on the quality of the human environment. ▇▇▇▇▇ ▇▇▇▇▇▇▇ [W] Director, Planning & and Analysis Enbridge Pipelines Inc. [W] Suite ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ – 1st Street SW [W] ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Hoeving [W] Regulatory Strategy & and Compliance Enbridge Pipelines Inc. [W] Tel. (▇▇▇) ▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇▇ [N] E-mail: ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇