EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT AND SUBJECT TO THE PROVISIONS OF ARTICLE 20, IF, IN
ANY LIFTING MONTH, BUYER FAILS TO LIFT ANY CARGO SCHEDULE TO BE
NOT BINDING UNTIL DULY EXECUTED AND/OR SIGNED BY THE PARTIES
PDVSA - NUSTAR LOGISTICS, L.P. 2008 CRUDE OIL SALES CONTRACT SA134782. AMENDMENT
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LIFTED DURING SUCH LIFTING MONTH, SELLER SHALL HAVE THE RIGHT TO RECOVER ITS
DAMAGES FOR BUYER'S BREACH OF ITS LIFTING OBLIGATION. NOTWITHSTANDING THE
FOREGOING PROVISIONS OF THIS ARTICLE 7, BUYER SHALL NOT BE REQUIRED TO LIFT, NOR
BE SUBJECT TO ANY LIABILITY FOR LIFTING LESS THAN, THE MONTHLY CONTRACT QUANTITY
IN ANY MONTH IF AND TO THE EXTENT THAT:
(a) SUCH UNDERLIFTING IS DUE TO DEMONSTRATED OPERATIONAL REASONS CONCERNING ONLY
THE LOADING PORTS OR THE VESSELS INVOLVED AND DOES NOT IN ANY EVENT EXCEED FIVE
PER CENT (5%)OF THE MONTHLY CONTRACT QUANTITY FOR SUCH MONTH.
(b) SUCH UNDERLIFTING COMES AS A CONSEQUENCE OF BUYER PERFORMING REMEDIAL WORK
(WHETHER PLANNED OR UNPLANNED) OR AN ANNUAL TURNAROUND AT THE REFINERIES, OR
EITHER OF THEM, PROVIDED THAT BUYER NOTIFIES SELLER OF ANY PLANNED TURNAROUND AT
LEAST NINETY (90) DAYS PRIOR TO THE MONTH IN WHICH THE TURNAROUND IS PLANNED AND
OF ANY PLANNED REMEDIAL WORK AS SOON AS REASONABLY POSSIBLE; OR
(c) SUCH UNDERLIFTING IS DUE TO AN UNDERDELIVERY BY SELLER.
31. NON-COMPLIANCE:
IF BUYER FOR REASONS OTHER THAN FORCE MAJEURE HAS NOT MADE BEST ENDEAVOR TO LIFT
A PARTICULAR NOMINATED CARGO OR ASKS SELLER NOT TO DELIVER A PARTICULAR
NOMINATED CARGO, BUYER MUST PAY SELLER ALL DEMOSTRATED OPERATIONAL COST INCLUDED
BUT NOT LIMITED TO: AGENTS, TUGS, MARINE TRANSPORTATION, STORAGE, INSPECTION AND
ADMINISTRATIVE FEES AND EXPENSES INCURRED BY THE SELLER AS A RESULT OF BUYER'S
CANCELLATION OF THE NOMINATED CARGO. PAYMENT OF ANY AMOUNT IS TO BE MADE WITHIN
TWENTY (20) DAYS FOLLOWING BUYER'S RECEIPT OF WRITTEN NOTICE FROM SELLER TO THE
BUYER DETAILING SUCH EXPENSES, INCLUDING A DETAILED EXPLANATION AND ALL
DOCUMENTS NECESSARY TO SUBSTANTIATE SUCH EXPENSES.
EXHIBIT 2 "QUANTIITY OF EACH TYPE OF OIL": SHALL BE AMENDED AND RESTATED TO READ
AS INDICATED ON THE ATTACHED EXHIBIT 2.
EXHIBIT 4 "LIMITED MARKET ADJUSTMENT": IS DELETED IN ITS ENTIRETY.
EXHIBIT 5 "EXAMPLE OF THE OPERATION OF THE LIMITED MARKET ADJUSTMENT": IS
DELETED IN ITS ENTIRETY.
THE PARTIES, IN CONSIDERATION OF THE MUTUAL AGREEMENTS EXPRESSED HEREIN, AND
OTHER GOOD AND VALUABLE CONSIDERATION THE SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED, FOR AND ON BEHALF OF THEMSELVES AS WELL AS THEIR RESPECTIVE
PRINCIPALS, SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, DIVISIONS, SHAREHOLDERS,
OWNERS, PARTNERS, SUCCESSORS, AND ASSIGNS DO HEREBY WAIVE, ABANDON, RELEASE AND
FORGO ANY CLAIM, DAMAGE, LOSS, EXPENSE AND CAUSE OF ACTION AGAINST ANY OTHER
PARTY OR ANY OF ITS PRINCIPALS, SUBSIDIARIES, PARENT COMPANIES, AFFILIATES,
DIVISIONS, SHAREHOLDERS, OWNERS, PARTNERS, SUCCESSORS, AND ASSIGNS THAT ARISES
OUT OF EITHER (I) THE FAILURE OF SELLER TO DELIVER AND SELL THE MONTHLY CONTRACT
QUANTITY OR THE ANNUAL CONTRACT QUANTITY SPECIFIED IN THE 2008 CSA THROUGH THE
EFFECTIVE DATE, OR (II) THE FAILURE OF MARKETING