Common use of Collateral Release and Substitution Clause in Contracts

Collateral Release and Substitution. So long as no Event of Default has occurred and is continuing and provided that, both before and after giving effect to any of the fo llowing actions by any El Paso Pledgor, the El Paso Settling Parties are in compliance with the Collateral maintenance requirements set forth in Paragraph 8.3(a) of this Agreement (as determined as of the date of the most recent Compliance Certificate delivered to the Designated Representative by El Paso Corporation, but after giving effect to releases, substitutions and additions of Collateral, and in the case of any allocation of Collateral to the Settling Claimants and the Additional Payees, such compliance to be determined separately with respect to the MSA Portion and AP Portion), any El Paso Pledgor may (i) obtain the release of any Collateral and/or the surrender of any Letters of Credit, and (ii) make substitutions of Collateral and/or Letters of Credit, subject to the following: (A) all actions required under Paragraph 8.3(e) are taken in connection with such substitution or addition; (B) following any such release, substitution or addition after a Monetization has been effected, the ratio of the aggregate stated amount of Letters of Credit divided by the Discounted Amount of the Deferred Payments shall be the same or greater than such ratio immediately prior thereto; (C) if any Oil & Gas Collateral is added, El Paso Corporation has provided to the Collateral Age nt (1) a supplemental report from an Independent Consultant confirming the Reported Value of the Oil & Gas Collateral which is to be added, and (2) a Compliance Certificate; and (D) if any Other Collateral is added, (1) El Paso Corporation has provided to the Collateral Agent (x) an appraisal by an appraiser selected by El Paso Corporation and reasonably acceptable to the Designated Representative confirming the fair market value of the Other Collateral, and (y) a Compliance Certificate, and (2) the Designated Representative has received evidence from any rating agency rating any securities issued in connection with a Monetization that any rating on such securities will not be withdrawn or downgraded as a result of such substitution or addition and/or release. The foregoing conditions shall also apply to any addition of Collateral by El Paso for purposes of maintaining the Collateral coverage required in Paragraph 8.3(a). Additionally, all Collateral and Letters of Credit shall be deemed to be automatically released upon the satisfaction in full of the Secured Obligations. In the case of any surrender of Letters of Credit or release of Collateral, the Settling Parties irrevocably authorize the Collateral Agent to surrender any Letters of Credit, and to execute and deliver to the applicable El Paso Pledgor such documents and instruments as reasonably requested by such El Paso Pledgor as shall be necessary to evidence termination of all liens and security interests given by such El Paso Pledgor, in order to accomplish any such release or substitution. The Collateral Agent shall provide any documentation of any requested release within ten (10) days after the request therefor.

Collateral Release and Substitution. So long as no Event of Default has occurred and is continuing and provided that, both before and after giving effect to any of the fo llowing following actions by any El Paso Pledgor, the El Paso Settling Parties are in compliance with the Collateral maintenance requirements set forth in Paragraph 8.3(a) of this Agreement (as determined as of the date of the most recent Compliance Certificate delivered to the Designated Representative by El Paso Corporation, but after giving effect to releases, substitutions and additions of Collateral, and in the case of any allocation of Collateral to the Settling Claimants and the Additional Payees, such compliance to be determined separately with respect to the MSA Portion and AP Portion), any El Paso Pledgor may (i) obtain the release of any Collateral and/or the surrender of any Letters of Credit, and (ii) make substitutions of Collateral and/or Letters of Credit, subject to the following: (A) all actions required under Paragraph 8.3(e) are taken in connection with such substitution or addition; (B) following any such release, substitution or addition after a Monetization has been effected, the ratio of the aggregate stated amount of Letters of Credit divided by the Discounted Amount of the Deferred Payments shall be the same or greater than such ratio immediately prior thereto; (C) if any Oil & Gas Collateral is added, El Paso Corporation has provided to the Collateral Age nt Agent (1) a supplemental report from an Independent Consultant confirming the Reported Value of the Oil & Gas Collateral which is to be added, and (2) a Compliance Certificate; and (D) if any Other Collateral is added, (1) El Paso Corporation has provided to the Collateral Agent (x) an appraisal by an appraiser selected by El Paso Corporation and reasonably acceptable to the Designated Representative confirming the fair market value of the Other Collateral, and (y) a Compliance Certificate, and (2) the Designated Representative has received evidence from any rating agency rating any securities issued in connection with a Monetization that any rating on such securities will not be withdrawn or downgraded as a result of such substitution or addition and/or release. The foregoing conditions shall also apply to any addition of Collateral by El Paso for purposes of maintaining the Collateral coverage required in Paragraph 8.3(a). Additionally, all Collateral and Letters of Credit shall be deemed to be automatically released upon the satisfaction in full of the Secured Obligations. In the case of any surrender of Letters of Credit or release of Collateral, the Settling Parties irrevocably authorize the Collateral Agent to surrender any Letters of Credit, and to execute and deliver to the applicable El Paso Pledgor such documents and instruments as reasonably requested by such El Paso Pledgor as shall be necessary to evidence termination of all liens and security interests given by such El Paso Pledgor, in order to accomplish any such release or substitution. The Collateral Agent shall provide any documentation of any requested release within ten (10) days after the request therefor.