Common use of RISK MANAGEMENT REQUIREMENTS Clause in Contracts

RISK MANAGEMENT REQUIREMENTS. The Borrower Parties, collectively, will not have any Open Positions in Petroleum Inventory (crude oil or other products that Genesis Energy, L.P. and its Restricted Subsidiaries market). Open Position means (i) any physical Petroleum Inventory (other than Petroleum Inventory retained by Genesis Energy, L.P. or a Restricted Subsidiary as a result of a customer failing to take all of its reference nominations provided for under the applicable contract) or (ii) any purchase or sale contract for Petroleum Inventory that does not have an Offsetting Position. Offsetting Position means any offsetting sale or purchase agreement, an offsetting NYMEX contract, an offsetting physical inventory position or an offsetting swap, collar or option contract, in each case substantially eliminating price risk. Neither Genesis Energy, L.P. nor any Restricted Subsidiary will write (i.e. sell) or otherwise participate in any swap, collar or similar agreement relating to Petroleum Inventory, or write (i.e. sell) any option, unless it (or any other Borrower Party) (i) has an Offsetting Position in Petroleum Inventory volumes and (ii) the counter-party (or guarantor to the obligations of such counter-party) at the time such financial instrument is made has one or more long term unsecured debt obligations rated A or A2 or better, respectively, by either S&P or ▇▇▇▇▇’▇. Borrower shall, and shall cause each of its Subsidiaries, as expeditiously as reasonably possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, provide the items or perform the actions listed below to the extent not provided or performed prior to the Effective Date; provided that (1) in each case, the Administrative Agent may extend such number of days at any time and from time to time by such additional term as it deems appropriate in its reasonable discretion and (2) in each case, the Administrative Agent may, from time to time and at any time, in its reasonable discretion, waive any requirement hereof in whole or in part, subject to such conditions as the Administrative Agent may reasonably determine: