Common use of Credit Worthiness Clause in Contracts

Credit Worthiness. 13.1 This Agreement is subject to Seller providing Buyer a guaranty from The Coastal Corporation in the form attached hereto as Exhibit "B." 13.2 At any time, and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred, as defined in Section 23) but not more than once in any seven (7) day period, if the Termination Payment (as such term is defined in Section 13.5) should exceed $4,000,000 until November 1, 2004 and $5,000,000 thereafter as to MCV, and $8,000,000 as to Seller, (the "Security Threshold"), then either Party may request the other Party to provide additional Performance Assurance in an amount equal to: the amount by which the Termination Payment exceeds the Security Threshold (rounding upwards for any fractional amount to the next $100,000). The Performance Assurance shall be delivered within thirty (30) calendar days of the date of the request. If such additional Performance Assurance is not received by the requesting Party within thirty (30) calendar days, then the requesting Party in addition to any other remedy 11 available, may immediately suspend performance with respect to the quantities associated with the amount in excess of the Security Threshold plus any Performance Assurance already in place and cover such lost supply or market, as the case may be. Incremental gas costs (as defined in Section 17 with respect to either Buyer or Seller, as applicable) incurred by the covering Party shall be recoverable from the other Party. Such suspension will be implemented on a pro rata basis to a level at which assurances have been provided. In addition, a failure to provide Performance Assurance as requested shall constitute an Event of Default under Section 23. 13.3 Either Party, at its sole expense, may request the other Party to reduce its Performance Assurance then in place, if the Termination Payment (with respect to all Transactions then outstanding) reverts back to an amount less than or equal to the sum of the Performance Assurance and the Security Threshold then in place (rounding upwards for any fractional amount to the next $100,000). Such request for reduction shall be no more frequently than weekly with respect to Letters of Credit and guaranties, and daily with respect to cash. The consent to such request(s) shall not be unreasonably withheld. 13.4 Either Party may at any time make a calculation of the Termination Payment and submit same to the other Party for review. If within 12 thirty days of the submission of the value of the Termination Payment from one Party to the other, agreement has not been reached by the Parties as to the amount of the Termination Payment, the determination of the amount of the Termination Payment shall be submitted to arbitration as provided for in Section 18 of this Agreement. Notwithstanding the submission of the determination of the amount of the Termination Payment to arbitration, all requirements in Section 13 of this Agreement shall remain in effect. 13.5 With respect to this Section 13: (a) "Performance Assurance" means collateral in the form of either cash or Letters of Credit. The requesting Party may also accept a parental guaranty or other collateral deemed sufficient by the requesting Party. If the collateral is in the form of cash, then such cash shall be placed in a segregated, interest-bearing escrow account on deposit with a major U.S. commercial bank having a credit rating of at least "A-" from Standard and Poor's or "A3" from Moodx'x (xxterest to accrue to the Party posting the collateral); (b) "Letter of Credit" means one or more irrevocable, transferable standby letters of credit from a major U.S. commercial bank or foreign bank with a U.S. office having a credit rating of at least "A-" from Standard & Poor's or "A3" from Moodx'x; (x) "Termination Payment" means the amount by which the requesting Party shall aggregate Gains, Losses, and 13 Costs (as those terms are defined in Section 23.2 (e)) with respect to this Agreement into a single net amount. The Termination Payment shall include all amounts owed but not yet paid by one Party to the other Party, whether or not such amounts are then due, for performance already performed pursuant to any Transaction.

Credit Worthiness. 13.1 13.1. This Agreement is subject to Seller providing Buyer a guaranty from The Coastal Corporation in the form attached hereto as Exhibit "B.B". If the Seller's guarantor is merged, acquired or otherwise controlled by another entity and no longer has a long-term credit rating of at least BBB-, Seller will cause a substitute guaranty in the same form without change to any material obligation and in the same amount to be issued by an affiliated entity with a minimum credit rating of BBB-. 13.2 13.2. At any time, and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred, occurred as defined in Section 2321) but not more than once in any seven (7) day Day period, if the Termination Payment (as such term is defined in Section 13.5) should exceed $4,000,000 until November 1, 2004 and $5,000,000 thereafter 0 as calculated by Seller with respect to MCV, and $8,000,000 4,000,000 as calculated by MCV with respect to Seller, Seller (the "Security Threshold"), then either Party may request the other Party to provide additional Performance Assurance in an amount equal to: to the amount by which the Termination Payment exceeds the Security Threshold (rounding upwards for any fractional amount to the next $100,000). The Performance Assurance shall be delivered within thirty (30) calendar days of the date of the request. If such additional Performance Assurance is not received by the requesting Party within thirty (30) calendar days, then the requesting Party in addition to any other remedy 11 available, may immediately suspend performance with respect to the quantities associated with the amount in excess of the Security Threshold plus any Performance Assurance already in place and cover such lost supply or market, as the case may be. Incremental gas costs (as defined in Section 17 with respect to either Buyer or Seller, as applicable) incurred by the covering Party shall be recoverable from the other Party. Such suspension will be implemented on a pro rata basis to a level at which assurances have been provided. In addition, a A failure to provide Performance Assurance as requested shall constitute an Event of Default under Section 2321. 13.3 13.3. Either Party, at its sole expense, may request the other Party Party's consent to reduce its Performance Assurance then in place, place if the Termination Payment (with respect to all Transactions then outstanding) reverts back to an amount less than or equal to the sum of the Performance Assurance and the Security Threshold then in place (rounding upwards for any fractional amount to the next $100,000). Such request for reduction shall be no more frequently than weekly weekly, with respect to Letters of Credit and guaranties, and daily daily, with respect to cash. The consent to such request(s) shall not be unreasonably withheld. 13.4 13.4. Either Party may at any time make a calculation of the Termination Payment and submit same to the other Party for review. If within 12 thirty days (30) Days of the submission of the value of the Termination Payment from one Party to the other, agreement has not been reached by the Parties as to the amount of the Termination Payment, the determination of the amount of the Termination Payment shall be submitted to arbitration as provided for in Section 18 of this Agreement. Notwithstanding the submission of the determination of the amount of the Termination Payment to arbitration, all rights including without limitation those in Section 13.2 and other requirements in Section 13 of this Agreement shall remain in effect. 13.5 13.5. With respect to this Section 13: (a) "Performance Assurance" means collateral in the form of either cash or Letters of Credit. The requesting Party may also accept a parental guaranty or other collateral deemed sufficient by the requesting Party. If the collateral is in the form of cash, then such cash shall be placed in a segregated, interest-bearing escrow account on deposit with a major U.S. commercial bank having a credit rating of at least "A-" from Standard and Poor's or "A3" from Moodx'x (xxterest to accrue to the Party posting the collateral); (b) "Letter of Credit" means one or more irrevocable, transferable standby letters of credit from a major U.S. commercial bank or foreign bank with a U.S. office having a credit rating of at least "A-" from Standard & Poor's or "A3" from Moodx'x; (x) "Termination Payment" means the amount by which the requesting Party shall aggregate Gains, Losses, and 13 Costs (as those terms are defined in Section 23.2 (e)) 21.2.5 with respect to this Agreement Agreement) into a single net amount. The Termination Payment shall include all amounts owed but not yet paid by one Party to the other Party, whether or not such amounts are then due, for performance already performed pursuant to any Transactionthis Agreement.

Credit Worthiness. 13.1 13.1. This Agreement is subject to (i) Seller providing providing, for the term of this Agreement, a parental guaranty to Buyer a guaranty from The Coastal Corporation in the form attached hereto as Exhibit "B.B"; and (ii) Buyer providing, prior to Deliveries of Gas, an acceptable letter of credit for 90 days of gas deliveries to Seller provided that if Buyer's senior long-term debt is investment grade, no such letter of credit shall be required. 13.2 13.2. At any time, and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred, occurred as defined in Section 2321) but not more than once in any seven (7) day periodDay, if the Termination Payment (as such term is defined in Section 13.5) should exceed $4,000,000 until November 1, 2004 5,000,000 with respect to Buyer and $5,000,000 thereafter as 12,000,000 with respect to MCV, and $8,000,000 as to Seller, Seller (the "Security Threshold"), then either Party may request the other Party to provide additional Performance Assurance in an amount equal to: to the amount by which the Termination Payment exceeds the Security Threshold (rounding upwards for any fractional amount to the next $100,000). The Performance Assurance shall be delivered within thirty (30) calendar days five Business Days of the date of the request. If such additional Performance Assurance is not received by the requesting Party within thirty (30) calendar daysfive Business Days, then the requesting Party Party, in addition to any other remedy 11 available, may immediately suspend performance with respect to the quantities associated with the amount in excess of the Security Threshold plus any Performance Assurance already in place Threshold, and cover such lost supply or market, as the case may be. Incremental gas costs (as defined referenced in Section 17 with respect to either Buyer or Seller, as applicable) incurred by the covering Party shall be recoverable from the other Party. Such suspension will be implemented on a pro rata basis to a level at which assurances have been provided. In addition, a failure to provide Performance Assurance as requested shall constitute an Event of Default under Section 2321. 13.3 13.3. Either Party, at its sole expense, may request the other Party to reduce its Performance Assurance then in place, place if the Termination Payment (with respect to all Transactions then outstanding) reverts back to an amount less than or equal to the sum of the Performance Assurance and the Security Threshold then in place (rounding upwards for any fractional amount to the next $100,000). Such request for reduction shall be no more frequently than weekly weekly, with respect to Letters of Credit and guaranties, and daily daily, with respect to cash. The consent to such request(s) shall not be unreasonably withheld. 13.4 13.4. Either Party may at any time make a calculation of the Termination Payment and submit same to the other Party for review. If within 12 thirty days (30) Days of the submission of the value of the Termination Payment from one Party to the other, agreement has not been reached by the Parties as to the amount of the Termination Payment, the determination of the amount of the Termination Payment shall be submitted to arbitration as provided for in Section 18 of this Agreement. Notwithstanding the submission of the determination of the amount of the Termination Payment to arbitration, all requirements in Section 13 of this Agreement shall remain in effect. 13.5 13.5. With respect to this Section 13: (a) "Performance Assurance" means collateral in the form of either cash or Letters of Credit. The requesting Party may also accept a parental guaranty or other collateral deemed sufficient by the requesting Party. If the collateral is in the form of cash, then such cash shall be placed in a segregated, interest-bearing escrow account on deposit with a major U.S. commercial bank having a credit rating of at least "A-" from Standard and Poor's or "A3" from Moodx'x Moody's (xxterest interest to accrue to the Party posting the collateral); (b) "Letter of Credit" means one or more irrevocable, transferable standby letters of credit from a major U.S. commercial bank or foreign bank with a U.S. office having a credit rating of at least "A-" from Standard & Poor's or "A3" from Moodx'xMoody's; (xc) "Termination Payment" means the amount by which the requesting Party shall aggregate Gains, Losses, and 13 Costs (as those terms are defined in Section 23.2 (e)) 21.2.5 with respect to this Agreement Agreement) into a single net amount. The Termination Payment shall include all amounts owed but not yet paid by one Party to the other Party, whether or not such amounts are then due, for performance already performed pursuant to any Transaction.

Credit Worthiness. 13.1 13.1. This Agreement is subject to Seller providing a parental guaranty to Buyer a guaranty from The Coastal Corporation in the form attached hereto as Exhibit "B." 13.2 13.2. At any time, and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred, occurred as defined in Section 2321) but not more than once in any seven (7) day Day period, if the Termination Payment (as such term is defined in Section 13.5) should exceed $4,000,000 until November 1, 2004 and $5,000,000 thereafter as to MCV, and $8,000,000 as to Seller, 1,000,000 (the "Security Threshold"), then either Party may request the other Party to provide additional Performance Assurance in an amount equal to: to the amount by which the Termination Payment exceeds the Security Threshold (rounding upwards for any fractional amount to the next $100,000). The Performance Assurance shall be delivered within thirty (30) calendar days of the date of the request. If such additional Performance Assurance is not received by the requesting Party within thirty (30) calendar days, then the requesting Party Party, in addition to any other remedy 11 available, may immediately suspend performance with respect to the quantities associated with the amount in excess of the Security Threshold Threshold, plus any Performance Assurance already in place place, and cover such lost supply or market, as the case may be. Incremental gas costs (as defined referenced in Section 17 with respect to either Buyer or Seller, as applicable) incurred by the covering Party shall be recoverable from the other Party. Such suspension will be implemented on a pro rata basis to a level at which assurances have been provided. In addition, a failure to provide Performance Assurance as requested shall constitute an Event of Default under Section 2321. 13.3 13.3. Either Party, at its sole expense, may request the other Party to reduce its Performance Assurance then in place, place if the Termination Payment (with respect to all Transactions then outstanding) reverts back to an amount less than or equal to the sum of the Performance Assurance and the Security Threshold then in place (rounding upwards for any fractional amount to the next $100,000). Such request for reduction shall be no more frequently than weekly weekly, with respect to Letters of Credit and guaranties, and daily daily, with respect to cash. The consent to such request(s) shall not be unreasonably withheld. 13.4 13.4. Either Party may at any time make a calculation of the Termination Payment and submit same to the other Party for review. If within 12 thirty days (30) Days of the submission of the value of the Termination Payment from one Party to the other, agreement has not been reached by the Parties as to the amount of the Termination Payment, the determination of the amount of the Termination Payment shall be submitted to arbitration as provided for in Section 18 of this Agreement. Notwithstanding the submission of the determination of the amount of the Termination Payment to arbitration, all requirements in Section 13 of this Agreement shall remain in effect. 13.5 13.5. With respect to this Section 13: (a) "Performance Assurance" means collateral in the form of either cash or Letters of Credit. The requesting Party may also accept a parental guaranty or other collateral deemed sufficient by the requesting Party. If the collateral is in the form of cash, then such cash shall be placed in a segregated, interest-bearing escrow account on deposit with a major U.S. commercial bank having a credit rating of at least "A-" from Standard and Poor's or "A3" from Moodx'x (xxterest to accrue to the Party posting the collateral); (b) "Letter of Credit" means one or more irrevocable, transferable standby letters of credit from a major U.S. commercial bank or foreign bank with a U.S. office having a credit rating of at least "A-" from Standard & Poor's or "A3" from Moodx'x; (x) "Termination Payment" means the amount by which the requesting Party shall aggregate Gains, Losses, and 13 Costs (as those terms are defined in Section 23.2 (e)) 21.2.5 with respect to this Agreement Agreement) into a single net amount. The Termination Payment shall include all amounts owed but not yet paid by one Party to the other Party, whether or not such amounts are then due, for performance already performed pursuant to any Transaction.

Credit Worthiness. 13.1 13.1. This Agreement is subject to Seller providing providing, for the term of this Agreement, a parental guaranty to Buyer a guaranty from The Coastal Corporation in the form attached hereto as Exhibit "B."" Such guaranty shall be effective as of the date of this Agreement. 13.2 13.2. At any time, and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred, occurred as defined in Section 2321) but not more than once in any seven (7) day Day period, if the Termination Payment (as such term is defined in Section 13.5) should exceed $4,000,000 until November 1, 2004 10 million with respect to Buyer and $5,000,000 thereafter as 10 million with respect to MCV, and $8,000,000 as to Seller, Seller (the "Security Threshold"), then either Party may request the other Party to provide additional Performance Assurance in an amount equal to: to the amount by which the Termination Payment exceeds the Security Threshold (rounding upwards for any fractional amount to the next $100,000). The Performance Assurance shall be delivered within thirty fourteen (3014) calendar days of the date of the request. If such additional Performance Assurance is not received by the requesting Party within thirty fourteen (3014) calendar days, then the requesting Party Party, in addition to any other remedy 11 available, may immediately suspend performance with respect to the quantities associated with the amount in excess of the Security Threshold Threshold, plus any Performance Assurance already in place place, and cover such lost supply or market, as the case may be. Incremental gas costs (as defined referenced in Section 17 with respect to either Buyer or Seller, as applicable) incurred by the covering Party shall be recoverable from the other Party. Such suspension will be implemented on a pro rata basis to a level at which assurances have been provided. In addition, a failure to provide Performance Assurance as requested shall constitute an Event of Default under Section 2321. 13.3 13.3. Either Party, at its sole expense, may request the other Party to reduce its Performance Assurance then in place, place if the Termination Payment (with respect to all Transactions then outstandingthis Agreement) reverts back to an amount less than or equal to the sum of the Performance Assurance and the Security Threshold then in place (rounding upwards for any fractional amount to the next $100,000). Such request for reduction shall be no more frequently than weekly weekly, with respect to Letters of Credit and guaranties, and daily daily, with respect to cash. The consent to such request(s) shall not be unreasonably withheld. 13.4 13.4. Either Party may at any time make a calculation of the Termination Payment and submit same to the other Party for review. If within 12 thirty days (30) Days of the submission of the value of the Termination Payment from one Party to the other, agreement has not been reached by the Parties as to the amount of the Termination Payment, the determination of the amount of the Termination Payment shall be submitted to arbitration as provided for in Section 18 of this Agreement. Notwithstanding the submission of the determination of the amount of the Termination Payment to arbitration, all requirements in Section 13 of this Agreement shall remain in effect. 13.5 13.5. With respect to this Section 13: (a) "Performance Assurance" means collateral in the form of either cash or Letters of Credit. The requesting Party may also accept a parental guaranty or other collateral deemed sufficient by the requesting Party. If the collateral is in the form of cash, then such cash shall be placed in a segregated, interest-bearing escrow account on deposit with a major U.S. commercial bank having a credit rating of at least "A-" from Standard and Poor's or "A3" from Moodx'x (xxterest to accrue to the Party posting the collateral); (b) "Letter of Credit" means one or more irrevocable, transferable standby letters of credit from a major U.S. commercial bank or foreign bank with a U.S. office having a credit rating of at least "A-" from Standard & Poor's or "A3" from Moodx'x; (x) "Termination Payment" means the amount by which the requesting Party shall aggregate Gains, Losses, and 13 Costs (as those terms are defined in Section 23.2 (e)) 21.2.5 with respect to this Agreement Agreement) into a single net amount. The Termination Payment shall include all amounts owed but not yet paid by one Party to the other Party, whether or not such amounts are then due, for performance already performed pursuant to any Transactionthis Agreement.

Credit Worthiness. 13.1 13.1. This Agreement is subject to Seller providing providing, for the term of this Agreement, a parental guaranty to Buyer a guaranty from The Coastal Corporation in the form attached hereto as Exhibit "B."" SUCH GUARANTY SHALL BE EFFECTIVE AS OF THE DATE OF THIS AGREEMENT. If the Seller's guarantor is merged, acquired or otherwise controlled by another entity and no longer has a long-term credit rating of at least BBB-, Seller will cause a substitute guaranty in the same form without change to any material obligation and in the same amount to be issued by an affiliated entity with a minimum credit rating of BBB-. 13.2 13.2. At any time, and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred, occurred as defined in Section 2321) but not more than once in any seven (7) day Day period, if the Termination Payment (as such term is defined in Section 13.5) should exceed $4,000,000 until November 1, 2004 5 million with respect to Buyer and $5,000,000 thereafter as 5 million with respect to MCV, and $8,000,000 as to Seller, Seller (the "Security Threshold"), then either Party may request the other Party to provide additional Performance Assurance in an amount equal to: to the amount by which the Termination Payment exceeds the Security Threshold (rounding upwards for any fractional amount to the next $100,000). The Performance Assurance shall be delivered within thirty fourteen (3014) calendar days of the date of the request. If such additional Performance Assurance is not received by the requesting Party within thirty fourteen (3014) calendar days, then the requesting Party Party, in addition to any other remedy 11 available, may immediately suspend performance with respect to the quantities associated with the amount in excess of the Security Threshold Threshold, plus any Performance Assurance already in place place, and cover such lost supply or market, as the case may be. Incremental gas costs (as defined referenced in Section 17 with respect to either Buyer or Seller, as applicable) incurred by the covering Party shall be recoverable from the other Party. Such suspension will be implemented on a pro rata basis to a level at which assurances have been provided. In addition, a failure to provide Performance Assurance as requested shall constitute an Event of Default under Section 2321. 13.3 13.3. Either Party, at its sole expense, may request the other Party to reduce its Performance Assurance then in place, place if the Termination Payment (with respect to all Transactions then outstandingthis Agreement) reverts back to an amount less than or equal to the sum of the Performance Assurance and the Security Threshold then in place (rounding upwards for any fractional amount to the next $100,000). Such request for reduction shall be no more frequently than weekly weekly, with respect to Letters of Credit and guaranties, and daily daily, with respect to cash. The consent to such request(s) shall not be unreasonably withheld. 13.4 13.4. Either Party may at any time make a calculation of the Termination Payment and submit same to the other Party for review. If within 12 thirty days (30) Days of the submission of the value of the Termination Payment from one Party to the other, agreement has not been reached by the Parties as to the amount of the Termination Payment, the determination of the amount of the Termination Payment shall be submitted to arbitration as provided for in Section 18 of this Agreement. Notwithstanding the submission of the determination of the amount of the Termination Payment to arbitration, all requirements in Section 13 of this Agreement shall remain in effect. 13.5 13.5. With respect to this Section 13: (a) "Performance Assurance" means collateral in the form of either cash or Letters of Credit. The requesting Party may also accept a parental guaranty or other collateral deemed sufficient by the requesting Party. If the collateral is in the form of cash, then such cash shall be placed in a segregated, interest-bearing escrow account on deposit with a major U.S. commercial bank having a credit rating of at least "A-" from Standard and Poor's or "A3" from Moodx'x Mooxx'x (xxterest xnterest to accrue to the Party posting the collateral); (b) "Letter of Credit" means one or more irrevocable, transferable standby letters of credit from a major U.S. commercial bank or foreign bank with a U.S. office having a credit rating of at least "A-" from Standard & Poor's or "A3" from Moodx'xMooxx'x; (xc) "Termination Payment" means the amount by which the requesting Party shall aggregate Gains, Losses, and 13 Costs (as those terms are defined in Section 23.2 (e)) 21.2.5 with respect to this Agreement Agreement) into a single net amount. The Termination Payment shall include all amounts owed but not yet paid by one Party to the other Party, whether or not such amounts are then due, for performance already performed pursuant to any Transactionthis Agreement.

Credit Worthiness. 13.1 13.1. This Agreement is subject to (i) Seller providing providing, for the term of this Agreement, a parental guaranty to Buyer a guaranty from The Coastal Corporation in the form attached hereto as Exhibit "B.B"; and (ii) Buyer providing, not less than sixty (60) days prior to initial deliveries of Gas, a Letter of Credit for at least ninety (90) days of gas deliveries to Seller. Such Letter of Credit shall be maintained in effect by MCV until all obligations of MCV hereunder have indefeasibly been performed. 13.2 13.2. At any time, and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred, occurred as defined in Section 2321) but not more than once in any seven (7) day periodDay, if the Termination Payment (as such term is defined in Section 13.5) should exceed $4,000,000 until November 1, 2004 0 with respect to MCV and $5,000,000 thereafter 12,000,000 with respect to Seller (as to MCV, and $8,000,000 as to Seller, calculated by Buyer) (the "Security Threshold"), then either Party may request the other Party to provide additional Performance Assurance in an amount equal to: to the amount by which the Termination Payment exceeds the Security Threshold (rounding upwards for any fractional amount to the next $100,000). The Performance Assurance shall be delivered within thirty (30) calendar days five Business Days of the date of the request. If such additional Performance Assurance is not received by the requesting Party within thirty (30) calendar daysfive Business Days, then the requesting Party Party, in addition to any other remedy 11 available, may immediately suspend performance with respect to the quantities associated with the amount in excess of the Security Threshold plus any Performance Assurance already in place Threshold, and cover such lost supply or market, as the case may be. Incremental gas costs (as defined referenced in Section 17 with respect to either Buyer or Seller, as applicable) incurred by the covering Party shall be recoverable from the other Party. Such suspension will be implemented on a pro rata basis to a level at which assurances have been provided. In addition, a failure to provide Performance Assurance as requested shall constitute an Event of Default under Section 2321. 13.3 13.3. Either Party, at its sole expense, may request the other Party to reduce its Performance Assurance then in place, place if the Termination Payment (with respect to all Transactions then outstanding) reverts back to an amount less than or equal to the sum of the Performance Assurance and the Security Threshold then in place (rounding upwards for any fractional amount to the next $100,000). Such request for reduction shall be no more frequently than weekly weekly, with respect to Letters of Credit and guaranties, and daily daily, with respect to cash. The consent to such request(s) shall not be unreasonably withheld. 13.4 13.4. Either Party may at any time make a calculation of the Termination Payment and submit same to the other Party for review. If within 12 thirty days (30) Days of the submission of the value of the Termination Payment from one Party to the other, agreement has not been reached by the Parties as to the amount of the Termination Payment, the determination of the amount of the Termination Payment shall be submitted to arbitration as provided for in Section 18 of this Agreement. Notwithstanding the submission of the determination of the amount of the Termination Payment to arbitration, all requirements in Section 13 of this Agreement shall remain in effect. 13.5 13.5. With respect to this Section 13: (a) "Performance Assurance" means collateral in the form of either cash or Letters of Credit. The requesting Party may also accept a parental guaranty or other collateral deemed sufficient by the requesting Party. If the collateral is in the form of cash, then such cash shall be placed in a segregated, interest-bearing escrow account on deposit with a major U.S. commercial bank having a credit rating of at least "A-" from Standard and Poor's or "A3" from Moodx'x Xxxxx'x (xxterest interest to accrue to the Party posting the collateral); (b) "Letter of Credit" means one or more irrevocable, transferable standby letters of credit from a major U.S. commercial bank or foreign bank with a U.S. office having a credit rating of at least "A-" from Standard & Poor's or "A3" from Moodx'xXxxxx'x; (xc) "Termination Payment" means the amount by which the requesting Party shall aggregate Gains, Losses, and 13 Costs (as those terms are defined in Section 23.2 (e)) 21.2.5 with respect to this Agreement Agreement) into a single net amount. The Termination Payment shall include all amounts owed but not yet paid by one Party to the other Party, whether or not such amounts are then due, for performance already performed pursuant to any Transactionthis Agreement.