Exhibit
      10.1.2




**EXECUTION
      COPY**









**RECEIVABLES
      PURCHASE AGREEMENT**









**DATED
      AS OF October 3, 2007**




**BY
      AND AMONG**




**STRATEGIC
      RECEIVABLES, LLC**




**as
      Seller**




**AND**




**STRATEGIC
      ENERGY, L.L.C.**




**as
      initial Servicer**




**AND**




**THE
      CONDUIT PURCHASERS PARTY HERETO**




**AND**




**THE
      PURCHASER AGENTS PARTY HERETO**




**AND**




**THE
      FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO,**




**as
      LC Participants**




**AND**




**PNC
      BANK, NATIONAL ASSOCIATION,**




**as
      Administrator and as LC Bank**







TABLE
      OF CONTENTS




Page




ARTICLE
                  I.
              AMOUNTS
                  AND TERMS OF THE PURCHASES
              1
 Section
                  1.1
              Purchase
                  Facility
              1Section
                  1.2
              Making
                  Purchases
              3Section
                  1.3
              Purchased
                  Interest Computation
              4Section
                  1.4
              Settlement
                  Procedures
              5Section
                  1.5
              Fees
              9Section
                  1.6
              Payments
                  and Computations, Etc.
              9Section
                  1.7
              Increased
                  Costs and Yield Protection
              10Section
                  1.8
              Requirements
                  of Law; Funding Losses
              11Section
                  1.9
              Inability
                  to Determine Euro-Rate
              12Section
                  1.10
              [Reserved]
              13Section
                  1.11
              Letters
                  of Credit
              13Section
                  1.12
              Issuance
                  of Letters of Credit
              13Section
                  1.13
              Requirements
                  For Issuance of Letters of Credit
              14Section
                  1.14
              Disbursements,
                  Reimbursement
              14Section
                  1.15
              Repayment
                  of Participation Advances
              15Section
                  1.16
              Documentation
              15Section
                  1.17
              Determination
                  to Honor Drawing Request
              16Section
                  1.18
              Nature
                  of Participation and Reimbursement Obligations
              16Section
                  1.19
              Indemnity
              17Section
                  1.20
              Liability
                  for Acts and Omissions
              18
 ARTICLE
                  II.
              REPRESENTATIONS
                  AND WARRANTIES; COVENANTS; TERMINATION EVENTS
              19
 Section
                  2.1
              Representations
                  and Warranties; Covenants
              19Section
                  2.2
              Termination
                  Events
              19Section
                  2.3
              Tax
                  Treatment
              20
 ARTICLE
                  III.
              INDEMNIFICATION
              20
 Section
                  3.1
              Indemnities
                  by the Seller
              20Section
                  3.2
              Indemnities
                  by the Servicer
              22
 ARTICLE
                  IV.
              ADMINISTRATION
                  AND COLLECTIONS
              22
 Section
                  4.1
              Appointment
                  and Authorization of the Servicer
              22Section
                  4.2
              Duties
                  of the Servicer
              23




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      ENERGY - RPA*


TABLE
        OF CONTENTS  Page
 
 Section
                    4.3
                Lock-Box
                    Arrangements
                24Section
                    4.4
                Enforcement
                    Rights
                25Section
                    4.5
                Responsibilities
                    of the Seller
                25Section
                    4.6
                Servicing
                    Fee
                26
 ARTICLE
                    V.
                ADMINISTRATOR
                26
 Section
                    5.1
                Appointment,
                    Authorization and Action of the Administrator
                26Section
                    5.2
                Nature
                    of Administrator’s Duties
                27Section
                    5.3
                Exculpatory
                    Provisions
                28Section
                    5.4
                Reliance
                    by Administrator
                28Section
                    5.5
                Notice
                    of Termination Events
                29Section
                    5.6
                Non-Reliance
                    on Administrator
                29Section
                    5.7
                Administrator,
                    Purchasers, Purchaser Agents and Affiliates
                30Section
                    5.8
                Indemnification
                30Section
                    5.9
                Successor
                    Administrator
                31
 ARTICLE
                    VI.
                MISCELLANEOUS
                31
 Section
                    6.1
                Amendments,
                    Etc
                31Section
                    6.2
                Notices,
                    Etc
                31Section
                    6.3
                Successors
                    and Assigns; Assignability; Participations
                32Section
                    6.4
                Costs,
                    Expenses and Taxes
                34Section
                    6.5
                No
                    Proceedings; Limitation on Payments
                34Section
                    6.6
                Confidentiality
                35Section
                    6.7
                GOVERNING
                    LAW AND JURISDICTION
                36Section
                    6.8
                Execution
                    in Counterparts
                36Section
                    6.9
                Survival
                    of Termination; Non-Waiver
                36Section
                    6.10
                WAIVER
                    OF JURY TRIAL
                36Section
                    6.11
                Entire
                    Agreement
                37Section
                    6.12
                Headings
                37Section
                    6.13
                Purchasers’
                    and Purchaser Agents’ Liabilities
                37Section
                    6.14
                Sharing
                    of Recoveries
                37Section
                    6.15
                Intercreditor
                    Agreement
                37Section
                    6.16
                Payments
                    to Non-Lock-Box Accounts
                38
 
 ii        *STRATEGIC
          ENERGY - RPA*
 
 
 EXHIBIT
                    I
                DEFINITIONSEXHIBIT
                    II
                CONDITIONS
                    OF TRANSFERSEXHIBIT
                    III
                REPRESENTATIONS
                    AND WARRANTIESEXHIBIT
                    IV
                COVENANTSEXHIBIT
                    V
                TERMINATION
                    EVENTSSCHEDULE
                    I
                CREDIT
                    AND COLLECTION POLICYSCHEDULE
                    II
                LOCK-BOX
                    BANKS AND LOCK-BOX ACCOUNTSSCHEDULE
                    III
                TRADE
                    NAMESSCHEDULE
                    IV
                OFFICE
                    LOCATIONSSCHEDULE
                    V
                EXISTING
                    LETTERS OF CREDITSCHEDULE
                    VI
                EXCLUDED
                    RECEIVABLE OBLIGORSSCHEDULE
                    VII
                NON-LOCK-BOX
                    ACCOUNTSANNEX
                    A
                FORM
                    OF INFORMATION PACKAGEANNEX
                    B
                FORM
                    OF PURCHASE NOTICEANNEX
                    C
                FORM
                    OF PAYDOWN NOTICEANNEX
                    D
                FORM
                    OF COMPLIANCE CERTIFICATEANNEX
                    E
                FORM
                    OF LETTER OF CREDIT APPLICATION
 
 *STRATEGIC
          ENERGY - RPA*
 
 
 This
          RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise
          modified from time to time, this “Agreement”) is entered into as of
          October 3, 2007, by and among STRATEGIC RECEIVABLES, LLC, a Delaware limited
          liability company, as seller (the “Seller”), STRATEGIC ENERGY, L.L.C., a
          Delaware limited liability company (“Strategic Energy”), as initial
          servicer (in such capacity, together with its successors and permitted
          assigns
          in such capacity, the “Servicer”), the CONDUIT PURCHASERS FROM TIME TO
          TIME PARTY HERETO (each, a “Conduit Purchaser”), the PURCHASER AGENTS
          FROM TIME TO TIME PARTY HERETO (each, a “Purchaser Agent”), THE FINANCIAL
          INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS LC PARTICIPANTS (each together
          with their successors and permitted assigns in such capacity, an “LC
          Participant”), PNC BANK, NATIONAL ASSOCIATION, a national banking
          association (“PNC”), as Purchaser Agent for Market Street, and as
          administrator for the Conduit Purchasers (in such capacity, together with
          its
          successors and assigns in such capacity, the “Administrator”) and as
          issuer of Letters of Credit (in such capacity, together with its successors
          and
          assigns in such capacity, the “LC Bank”) and each of the other members of
          each Purchaser Group party hereto or that become parties hereto by executing
          an
          Assumption Agreement or a Transfer Supplement.
  PRELIMINARY
          STATEMENTS
  Certain
          terms that are capitalized and used throughout this Agreement are used
          as
          defined in Exhibit I.  References to the “Agreement” in the
          Exhibits hereto refer to this Agreement, as amended, restated, supplemented
          or
          otherwise modified from time to time.
  The
          Seller (i) desires to sell, transfer and assign an undivided variable percentage
          interest in a pool of receivables, and the Conduit Purchasers desire to
          acquire
          such undivided variable percentage interest, as such percentage interest
          shall
          be adjusted from time to time based upon, in part, reinvestment payments
          that
          are made by the Conduit Purchasers and (ii) may, subject to the terms and
          conditions hereof, request that the LC Bank issue or cause the issuance
          of one
          or more Letters of Credit.
  In
          consideration of the mutual agreements, provisions and covenants contained
          herein, the sufficiency of which is hereby acknowledged, the parties hereto
          agree as follows:
  **ARTICLE
          I.**
 **AMOUNTS
          AND TERMS OF THE PURCHASES**
  Section
          1.1       Purchase
          Facility.
  (a)           On
          the terms and subject to the conditions hereinafter set forth, each Conduit
          Purchaser hereby agrees, ratably based on its respective Commitment, to
          purchase, and make reinvestments in, and, if so requested in accordance
          with and
          subject to the terms of this Agreement, the LC Bank hereby agrees to issue
          Letters of Credit in return for (and each LC Participant hereby severally
          agrees
          to make participation advances in connection with any draws under such
          Letters
          of Credit equal to such LC Participant’s Pro Rata Share of such draws),
          undivided variable percentage ownership interests with regard to the Purchased
          Interest from the Seller from time to time from the date hereof to the
          Facility
          Termination Date (each such purchase, reinvestment or issuance is referred
          to
          herein as a “Transfer”).
   *STRATEGIC
          ENERGY - RPA*
 
 
  The
          Seller may, subject to the requirements and conditions herein, use the
          proceeds
          of any purchase by the Conduit Purchasers hereunder to satisfy its Reimbursement
          Obligation to the LC Bank and the LC Participants (ratably, based on the
          outstanding amounts funded by the LC Bank and each such LC Participant)
          pursuant
          to Section 1.14.
  Each
          Purchaser Agent shall notify the Seller at least 45 days prior to the occurrence
          of the date specified in clause (d) of the definition of “Facility Termination
          Date” if the Liquidity Providers with respect to the related Liquidity Agreement
          do not intend to extend such date under such Liquidity Agreement.
  (b)           In
          addition, in the event the Seller fails to reimburse the LC Bank for the
          full
          amount of any drawing under any Letter of Credit on the applicable Drawing
          Date
          (out of its own funds available therefor), pursuant to Section 1.14
          below, then the Seller shall, automatically (and without the requirement
          of any
          further action on the part of any Person hereunder), be deemed to have
          requested
          a new purchase from the Conduit Purchasers on such date, on the terms and
          subject to the conditions hereof, in an amount equal to the amount of such
          Reimbursement Obligation at such time. Subject to the limitations on funding
          set
          forth in the remainder of this paragraph (b) below (and the other
          requirements and conditions herein), the Conduit Purchasers shall fund
          such
          deemed purchase request and deliver the proceeds thereof directly to the
          Administrator to be immediately distributed (ratably) to the LC Bank and
          the
          applicable LC Participants in satisfaction of the Seller’s Reimbursement
          Obligation pursuant to Section 1.14 below, to the extent of the amounts
          permitted to be funded by the Conduit Purchasers, at such time,
          hereunder.
  Notwithstanding
          anything set forth in this paragraph (b) or otherwise herein to the
          contrary, under no circumstances shall any Purchaser be obligated to make
          any
          such purchase or reinvestment (including, without limitation, any deemed
          purchases by the Conduit Purchasers pursuant to the immediately preceding
          paragraphs of this Section 1.1(b)), or issue any Letter of Credit, as
          applicable, if, after giving effect to such Transfer, (i) the aggregate
          outstanding amount of the Capital funded by such Purchaser, when added
          to all
          other Capital funded by all other Purchasers in such Purchaser’s Purchaser
          Group, would exceed (A) its Purchaser Group’s Group Commitment (as the same may
          be reduced from time to time pursuant to Section 1.1(c)) minus (B) the
          related LC Participant’s Pro Rata Share of the face amount of any outstanding
          Letters of Credit or (ii) the aggregate outstanding Capital plus the LC
          Participation Amount would exceed the Purchase Limit.
  (c)           The
          Seller may, upon at least 30 days’ written notice to the Administrator and each
          Purchaser Agent, terminate the purchase facility provided in this Section
          in
          whole or, upon at least 15 days’ written notice to the Administrator, from time
          to time, irrevocably reduce in part the unused portion of the Purchase
          Limit;
          provided, that each partial reduction shall be in the amount of at least
          $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and
          that,
          unless terminated in whole, the Purchase Limit shall in no event be reduced
          below **$**50,000,000; provided, however, that the Seller may upon
          at least 10 days’ written notice to the Administrator and each Purchaser Agent,
          terminate the purchase facility provided in this Section in whole only
          in the
          event that (i) an Affected Person exercises rights under Section 1.7 or
          (ii) a Conduit Purchaser does not fund a Portion of Capital through the issuance
          of Notes and such Conduit Purchaser’s aggregate Capital at such time exceeds
          $25,000,000.  Each reduction in the
   2  *STRATEGIC
          ENERGY
          - RPA*
 
 
 Commitments
          hereunder shall be made ratably among the Purchasers in accordance with
          their
          respective pro rata shares. The Administrator shall advise the Purchaser
          Agents
          of any notice it receives pursuant to this Section 1.1(c); it being
          understood that (in addition to and without limiting any other requirements
          for termination, prepayment and/or the funding of the LC Collateral Account
          hereunder) no such termination or reduction shall be effective unless and
          until
          (i) in the case of a termination, the amount on deposit in the LC Collateral
          Account is at least equal to 100% of the then outstanding LC Participation
          Amount and (ii) in the case of a partial reduction, the amount on deposit
          in the
          LC Collateral Account is at least equal to the positive difference between
          100%
          of the then outstanding LC Participation Amount and the Purchase Limit
          as so
          reduced by such partial reduction.
  Section
          1.2       Making
          Purchases.
  (a)           Each
          Funded Purchase (but not reinvestment) of undivided variable percentage
          ownership interests with regard to the Purchased Interest hereunder shall
          be
          made upon the Seller’s irrevocable written notice in the form of Annex B
          (the “Purchase Notice”) delivered to the Administrator and each Purchaser
          Agent in accordance with Section 5.2 (which notice must be received by
          the Administrator and each Purchaser Agent before 11:00 a.m., New York
          City
          time) at least two Business Days before the requested purchase date, which
          notice shall specify:  (A) in the case of a Funded Purchase (other
          than one made pursuant to Section 1.14(b)), the amount requested to be
          paid to the Seller with respect to each Conduit Purchaser (such amount,
          which
          shall not be less than $1,000,000 (or such lesser amount as agreed to by
          the
          Administrator and the Majority Purchaser Agents) and shall be in integral
          multiples of $100,000, being the Capital relating to the undivided variable
          percentage ownership interest then being purchased by such Conduit Purchaser),
          (B) the date of such Funded Purchase (which shall be a Business Day), and
          (C)
          the pro forma calculation of the Purchased Interest after giving effect
          to the
          increase in Capital.
  (b)           On
          the date of each Funded Purchase (but not reinvestment, issuance of a Letter
          of
          Credit or a Funded Purchase pursuant to Section 1.2(e)) of undivided
          variable percentage ownership interests with regard to the Purchased Interest
          hereunder, each applicable Conduit Purchaser (or the related Purchaser
          Agent on
          its behalf) shall, upon satisfaction of the applicable conditions set forth
          in
Exhibit II, make available to the Seller in same day funds, at PNC Bank,
          National Association, account number 1019809357, ABA No. 043000096, an
          amount
          equal to its Capital relating to the undivided variable percentage ownership
          interest then being purchased.
  (c)           Effective
          on the date of each Funded Purchase or other Transfer pursuant to this
          Agreement
          and each reinvestment pursuant to Section 1.4, the Seller hereby sells
          and assigns to the Administrator (for the benefit of the Purchasers (ratably
          based on the sum of the Capital plus the LC Participation Amount outstanding
          at
          such time,) an undivided variable percentage ownership interest
          in:  (a) each Pool Receivable then existing, (b) all Related Security
          with respect to such Pool Receivables, and (c) all Collections with respect
          to,
          and other proceeds of, such Pool Receivables and Related Security.
  (d)           To
          secure all of the Seller’s obligations (monetary or otherwise) under this
          Agreement and the other Transaction Documents to which it is a party, whether
          now or hereafter existing or arising, due or to become due, direct or indirect,
          absolute or contingent, the Seller
   3   STRATEGIC
          ENERGY - RPA
 
 hereby
          grants to the Administrator (for the benefit of the Purchasers and their
          assigns) a security interest in all of the Seller’s right, title and interest
          (including any undivided interest of the Seller) in, to and under all of
          the
          following, whether now or hereafter owned, existing or arising:  (d)
          all Pool Receivables, (e) all Related Security with respect to such Pool
          Receivables, (f) all Collections with respect to such Pool Receivables,
          (g) the
          Lock-Box Accounts and all amounts on deposit therein, and all certificates
          and
          instruments, if any, from time to time evidencing such Lock-Box Accounts
          and
          amounts on deposit therein, (v) all rights (but none of the obligations)
          of the
          Seller under the Sale Agreement and (vi) all proceeds of, and all amounts
          received or receivable under any or all of, the foregoing (collectively,
          the
“Pool Assets”) (it being understood that Pool Assets shall not include
          any amounts deposited by any Purchaser into the Seller’s account pursuant to
Section 1.2(b)).  The Seller hereby authorizes the
          Administrator to file financing statements in accordance with this grant
          of
          security interest.  The Administrator, for the benefit of the
          Purchasers, shall have, with respect to the Pool Assets, and in addition
          to all
          the other rights and remedies available to the Administrator and the Purchasers,
          all the rights and remedies of a secured party under any applicable
          UCC.
  (e)           Whenever
          the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof,
          each LC Participant shall, automatically and without further action of
          any kind
          upon the effective date of issuance of such Letter of Credit, have irrevocably
          been deemed to have made a Funded Purchase hereunder in the event that
          such
          Letter of Credit is subsequently drawn and such drawn amount shall not
          have been
          reimbursed pursuant to Section 1.1(b) or Section 1.14 upon such
          draw in an amount equal to its Pro Rata Share of such unreimbursed
          draw.  If the LC Bank pays a drawing under a Letter of Credit that is
          not reimbursed by the Seller on the applicable Drawing Date, the LC Bank
          shall
          be deemed to have made a Funded Purchase hereunder in the amount equal
          to its
          Pro Rata Share of such unreimbursed drawing.  All such Funded
          Purchases shall accrue Discount from the date of such draw.  In the
          event that any Letter of Credit expires or is surrendered without being
          drawn
          (in whole or in part) then, in such event, the foregoing commitment to
          make
          Funded Purchases shall expire with respect to such Letter of Credit and
          the LC
          Participation Amount shall automatically reduce by the amount of the Letter
          of
          Credit which is no longer outstanding.
  Section
          1.3       Purchased Interest
          Computation.
  The
          Purchased Interest shall be initially computed on the date of the initial
          purchase hereunder.  Thereafter, until the Facility Termination Date,
          the Purchased Interest shall be automatically recomputed (or deemed to
          be
          recomputed) on each Business Day other than a Termination Day.  The
          Purchased Interest as computed (or deemed recomputed) as of the day before
          the
          Facility Termination Date shall thereafter remain constant.  From and
          after the occurrence of any Termination Day, the Purchased Interest shall
          (until
          the event(s) giving rise to such Termination Day are satisfied or are waived
          by
          the Administrator in accordance with Section 2.2) be deemed to be
          100%.  The Purchased Interest shall become zero when (a) the Capital
          thereof and Discount thereon shall have been paid in full, (b) an amount
          equal
          to 100% of the LC Participation Amount has been deposited in the LC Collateral
          Account, or all Letters of Credit have expired and (c) all the amounts
          owed by
          the Seller or the Servicer hereunder to each Purchaser, the Administrator
          and
          any other Indemnified Party or Affected Person are paid in full, and the
          Servicer shall have received the accrued Servicing Fee thereon.
 4        *STRATEGIC
          ENERGY - RPA*
 
 
 Section
          1.4       Settlement Procedures.
  (a)           The
          collection of the Pool Receivables shall be administered by the Servicer
          in
          accordance with this Agreement.  The Seller shall provide to the
          Servicer on a timely basis all information needed for such administration,
          including notice of the occurrence of any Termination Day and current
          computations of the Purchased Interest.
  (b)           The
          Servicer shall, on each day on which Collections of Pool Receivables are
          received (or deemed received) by the Seller or the Servicer:
  (i)           set
          aside and hold in trust (and shall, at the request of the Administrator,
          segregate in a separate account approved by the Administrator) for the
          Administrator (for the benefit of the Purchasers), out of the Purchasers’ Share
          of such Collections,
  (A)           first,
          an amount equal to the Purchasers’ aggregate amount of Discount accrued through
          such day for each Portion of Capital and not previously set aside,
  (B)           second,
          an amount equal to the fees set forth in the Fee Letters accrued and unpaid
          through such day,
  (C)           and
          third, to the extent funds are available therefor, an amount equal to the
          aggregate of such Purchaser Group’s Ratable Share of the Purchaser’s Share of
          the Servicing Fee accrued through such day and not previously set
          aside,
  (ii)           subject
          to Section 1.4(f), if such day is not a Termination Day, remit to the
          Seller, ratably, on behalf of each Purchaser Group, the remainder of such
          Collections.  Such remainder shall, to the extent representing a
          return on the aggregate Capital, be automatically deemed to be reinvested
          in
          Pool Receivables, and in the Related Security, Collections and other proceeds
          with respect thereto ratably, according to each Purchaser’s Capital; provided,
          however, that if the Purchased Interest would exceed 100%, then the Servicer
          shall not remit such remainder to the Seller or reinvest it, but shall
          set aside
          and hold in trust for the Administrator (for the benefit of the Purchasers)
          (and
          shall, at the request of the Administrator, segregate in a separate account
          approved by the Administrator) a portion of such Collections that, together
          with
          the other Collections set aside pursuant to this paragraph, shall equal
          the
          amount necessary to reduce the Purchased Interest to 100% (determined as
          if such
          Collections set aside had been applied to reduce the aggregate Capital
          outstanding at such time); provided, further, that in the case of
          any Purchaser that has provided notice (an “Exiting Notice”) to its
          Purchaser Agent of its refusal to extend its Commitment hereunder (an
“Exiting Purchaser”), then such Exiting Purchaser’s ratable share of such
          Collections based on its Capital shall not be reinvested (after the termination
          of its Commitment) and shall instead be held in trust for Administrator
          (for  the benefit of such Exiting Purchaser) and applied in accordance
          with clause (iii) below,
  (iii)           if
          such day is a Termination Day (or any day following the provision of an
          Exiting
          Notice), set aside, segregate and hold in trust for the Administrator (for
          the
          benefit of the Purchasers) (and shall, at the request of the Administrator,
          segregate in a separate account approved by the Administrator) for the
          benefit
          of each Purchaser Group the entire remainder of such Collections (or in
          the case
          of an Exiting Purchaser an amount equal to such Purchaser’s
  5  *STRATEGIC
          ENERGY
          - RPA*
 
 
 ratable
          share of such Collections based on its Capital); provided, that solely
          for the purpose of determining such Purchaser’s ratable share of such
          Collections, such Purchaser’s Capital shall be deemed to remain constant from
          the date of the provision of an Exiting Notice until the date such Purchaser’s
          Capital has been paid in full; it being understood that if such day is
          also a Termination Day, such Exiting Purchaser’s Capital shall be recalculated
          taking into account amounts received by such Purchaser in respect of this
          parenthetical and thereafter Collections shall be set aside for such Purchaser
          ratably in respect of its Capital (as recalculated)); provided, that if
          amounts
          are set aside and held in trust on any Termination Day of the type described
          in
          clause (a) of the definition of “Termination Day” and, thereafter, the
          conditions set forth in Section 2of Exhibit II are satisfied or
          waived in accordance with Section 6.1 hereof, such previously set-aside
          amounts shall, to the extent representing a return on aggregate Capital
          (other
          than the Capital of any Exiting Purchaser) and ratably in accordance with
          each
          Purchaser’s (other than an Exiting Purchaser) Capital, be reinvested in
          accordance with clause (ii) on the day of such subsequent satisfaction or
          waiver of conditions, and
  (iv)           release
          to the Seller (subject to Section 1.4(f)) for its own account any
          Collections in excess, if any, of:  (w) amounts required to be
          reinvested in accordance with clause (ii) or the proviso to clause (iii)
          plus
          (x) the amounts that are required to be set aside pursuant to clause (i),
          the proviso to clause (ii) and clause (iii) plus (y) the Seller’s
          Share of the Servicing Fee accrued and unpaid through such day plus (z)
          all
          other amounts then due and payable by the Seller under this Agreement to
          any
          Purchasers, the Administrator, and any other Indemnified Party or Affected
          Person.
  (c)           The
          Servicer shall deposit into each Purchaser Agent’s account (as designated by
          such Purchaser Agent to Servicer on or prior to the date hereof, or such
          other
          account designated by such Purchaser to Servicer from time to time), on
          each
          Settlement Date, Collections held for each Purchaser with respect to such
          Purchaser’s Portion(s) of Capital, pursuant to clause (b)(i) or (f) plus
          the amount of Collections then held for the Administrator (for the benefit
          of
          such Purchaser) pursuant to clauses (b)(ii) and (iii) of
Section 1.4; provided, that if Strategic Energy or an Affiliate
          thereof
          is the Servicer and such day is not a Termination Day, Strategic Energy
          (or such
          Affiliate) may retain the portion of the Collections set aside pursuant
          to
clause (b)(i) or (b)(iv)(y) that represents the aggregate of each
          Purchaser Group’s Ratable Share of the Purchasers’ Share of the Servicing
          Fee.  On the last day of each Settlement Period, each Purchaser or
          (its Purchaser Agent) will notify the Servicer by facsimile of the amount
          of
          Discount accrued with respect to each Portion of Capital during such Settlement
          Period or portion thereof.
  (d)           Upon
          receipt of funds deposited pursuant to clause (c), each Purchaser Agent
          shall cause such funds to be distributed as follows:
  (i)           if
          such distribution occurs on a day that is not a Termination Day and the
          Purchased Interest does not exceed 100%,
  (A)           first,
          to such Purchaser Agent ratably according to the Discount accrued during
          the
          applicable Settlement Period (for the benefit of the relevant Purchasers
          within
          such Purchaser Agent’s Purchaser Group) in payment in full of all accrued
          Discount and fees (other than Servicing Fees) with respect to each
  6        ***STRATEGIC
          ENERGY - RPA*
 
 
 Portion
          of Capital maintained by such Purchasers; it being understood that each
          Purchaser Agent shall distribute such amounts to the Purchasers within
          its
          Purchaser Group ratably according to the Discount with respect to each
          Portion
          of Capital maintained by such Purchaser, and
  (B)           second,
          if the Servicer has set aside amounts in respect of the Servicing Fee pursuant
          to clause (b)(i) and has not retained such amounts pursuant to clause
          (c), to the Servicer (payable in arrears on each Settlement Date) in payment
          in full of the aggregate of each Purchaser Group’s Ratable Share of the
          Purchaser’s Share of accrued Servicing Fees so set aside, and
  (ii)           if
          such distribution occurs on a Termination Day or on a day when the Purchased
          Interest exceeds 100%,
  (A)           first,
          if such Termination Day is not solely the result of the occurrence and
          continuation of a Servicer Termination Event, to the Servicer in payment
          in full
          of the aggregate of such Purchaser Group’s Ratable Share of all accrued
          Servicing Fees,
  (B)           second,
          to such Purchaser Agent ratably according to Discount (for the benefit
          of the
          relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in
          full of all accrued Discount and fees (other than Servicer Fees) with respect
          to
          each Portion of Capital funded or maintained by the Purchasers within such
          Purchaser Agent’s Purchaser Group,
  (C)           third,
          to such Purchaser Agent ratably according to the aggregate of the Capital
          of
          each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit
          of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in
          payment in full of each Purchaser’s Capital (or, if such day is not a
          Termination Day, such Purchaser’s ratable share of the amount necessary to
          reduce the Purchased Interest to 100%),
  (D)           fourth,
          to the LC Collateral Account for the benefit of the LC Bank and the LC
          Participants, the amount necessary to cash collateralize the LC Participation
          Amount until the amount of cash collateral held in such LC Collateral Account
          equals 100% of the aggregate outstanding amount of the LC Participation
          Amount
          (determined as if such Collections used to cash collateralize the LC Amount
          had
          been applied to reduce the aggregate Capital outstanding at such
          time),
  (E)           fifth,
          if such Termination Day is solely the result of the occurrence and continuation
          of a Servicer Termination Event, to the Servicer in payment in full of
          the
          aggregate of such Purchaser Group’s Ratable Share of all accrued Servicing Fees,
          and
  (F)           sixth,
          and if the Capital and accrued Discount with respect to the Purchasers
          in its
          Purchaser Group’s percentage interest of Capital have been reduced to zero or if
          such day is not a Termination Day, the Purchased Interest is
  
 7  *STRATEGIC
          ENERGY
          - RPA*
 
 reduced
          to 100%, and all accrued Servicing Fees payable to the Servicer have been
          paid
          in full, to the Administrator for distribution to each Purchaser, each
          Purchaser
          Agent, the Administrator and any other Indemnified Party or Affected Person
          in
          payment in full of any other amounts owed thereto by the Seller hereunder,
          ratably in accordance with the amounts due thereto.
  After
          the
          Capital, Discount, fees payable pursuant to the Fee Letters and Servicing
          Fees
          with respect to the Purchased Interest, and any other amounts payable by
          the
          Seller and the Servicer to each Purchaser Group, the Administrator or any
          other
          Indemnified Party or Affected Person hereunder, have been paid in full,
          and (on
          and after a Termination Day) after an amount equal to 100% of the LC
          Participation Amount has been deposited in the LC Collateral Account, all
          additional Collections with respect to the Purchased Interest shall be
          paid to
          the Seller for its own account.
  (e)           For
          the purposes of this Section 1.4:
  (i)           if
          on any day the Outstanding Balance of any Pool Receivable is reduced or
          adjusted
          as a result of any defective, rejected, returned, repossessed or foreclosed
          goods or services, or any revision, cancellation, allowance, rebate, discount
          or
          other adjustment made by the Seller or any Affiliate of the Seller, or
          any
          setoff or dispute between the Seller or any Affiliate of the Seller and
          an
          Obligor, (x) the Seller shall be deemed to have received on such day a
          Collection of such Pool Receivable in the amount of such reduction or adjustment
          and (y) the Seller shall promptly pay an amount equal to such amount in
          respect
          thereof to a Lock-Box Account for the benefit of the Purchasers and their
          assigns and for application pursuant to this Section 1.4; provided,
          however, that unless a Termination Event has occurred and is continuing
          on such
          day, the payment required by clause (y) above may be made on the next Monthly
          Settlement Date;
  (ii)           if
          on any day any of the representations or warranties in Section 1(g) or
(n)of Exhibit III is not true with respect to any Pool
          Receivable, the Seller shall be deemed to have received on such day a Collection
          of such Pool Receivable in full and shall immediately pay any and all such
          amounts in respect thereof to a Lock-Box Account (or as otherwise directed
          by
          the Administrator at such time) for the benefit of the Purchasers and their
          assigns and for application pursuant to this Section 1.4;
  (iii)           except
          as provided in clause (i) or (ii), or as otherwise required by
          applicable law or the relevant Contract, all Collections received from
          an
          Obligor of any Receivable shall be applied to the Receivables of such Obligor
          in
          the order of the age of such Receivables, starting with the oldest such
          Receivable, unless such Obligor designates in writing its payment for
          application to specific Receivables; and
  (iv)           if
          and to the extent the Administrator or any Purchaser shall be required
          for any
          reason to pay over to an Obligor (or any trustee, receiver, custodian or
          similar
          official in any Insolvency Proceeding) any amount received by it hereunder,
          such
          amount shall be deemed not to have been so received by the Administrator
          or such
          Purchaser but rather to have been retained by the Seller and, accordingly,
          the
          Administrator or such Purchaser, as the case may be,
  
 8 ***STRATEGIC
          ENERGY - RPA*
 
 shall
          have a claim against the Seller for such amount, payable when and to the
          extent
          that any distribution from or on behalf of such Obligor is made in respect
          thereof.
  (f)           If
          at any time the Seller shall wish to cause the reduction of Capital (but
          not to
          commence the liquidation, or reduction to zero, of the entire Capital of
          the
          Purchased Interest), the Seller may do so as follows:
  (i)           the
          Seller shall give the Administrator, the Purchaser Agents and the Servicer
          written notice in the form of Annex C (the “Paydown Notice”) at
          least two Business Days’ prior to the date of such reduction; provided, however,
          that if such Paydown Notice is received by the Administrator and the Purchaser
          Agents prior to 2:00 p.m., New York time on a Business Day, then such requested
          reduction shall be effected by the close of business on the following Business
          Day;
  (ii)           on
          the proposed date of the commencement of such reduction and on each day
          thereafter, the Servicer shall cause Collections not to be reinvested until
          the
          amount thereof not so reinvested shall equal the desired amount of reduction;
          and
  (iii)           the
          Servicer shall hold such Collections in trust for the Purchasers ratably
          (based
          on their respective Portions of Capital), for payment to the Purchaser
          Agents on
          the next Settlement Date immediately following the current Settlement Period
          or
          such other date approved by the Purchaser Agents, and Capital shall be
          deemed
          reduced in the amount to be paid to the Purchaser Agents only when in fact
          finally so paid.
  Section
          1.5       Fees.
  The
          Seller shall pay to each Purchaser Agent for the benefit of the related
          Purchasers certain fees in the amounts and on the dates set forth in certain
          fee
          letters, among (i) Strategic Energy, the Seller and the applicable Purchaser
          Agent dated the date hereof, and (ii) Strategic Energy, the Seller, and
          each
          Purchaser Agent other than the Purchaser Group to which Market Street and
          Fifth
          Third Bank are members dated as of the date such Purchaser Group becomes
          party
          to this Agreement (as such letter agreements may be amended, restated,
          supplemented or otherwise modified from time to time, the “Fee
          Letters”).
  Section
          1.6       Payments and Computations,
          Etc.
  (a)           All
          amounts to be paid or deposited by the Seller or the Servicer hereunder
          or any
          other Transaction Document shall be made without reduction for offset or
          counterclaim and shall be paid or deposited no later than noon, New York
          City,
          New York time on the day when due in same day funds to each Purchaser Agent’s
          account.  All amounts received after noon, New York City, New York
          time, will be deemed to have been received on the next Business
          Day.
  (b)           The
          Seller or the Servicer, as the case may be, shall, to the extent permitted
          by
          applicable law, pay interest on any amount not paid or deposited by the
          Seller
          or the Servicer, as the case may be, when due hereunder, at an interest
          rate
          equal to 2.00% per annum above the Base Rate, payable on demand.
  
 9  *STRATEGIC
          ENERGY
          - RPA*
 
 (c)           All
          computations of interest under clause (b) and all computations of
          Discount, fees and other amounts hereunder shall be made on the basis of
          a year
          of 360 (or 365 or 366, as applicable, with respect to Discount or other
          amounts
          calculated by reference to the Base Rate) days for the actual number of
          days
          elapsed.  Whenever any payment or deposit to be made hereunder shall
          be due on a day other than a Business Day, such payment or deposit shall
          be made
          on the next Business Day and such extension of time shall be included in
          the
          computation of such payment or deposit.
  Section
          1.7       Increased Costs and Yield
          Protection.
  (a)           If
          the Administrator, any Liquidity Provider, any Purchaser Agent, any Purchaser,
          any other Program Support Provider or any of their respective Affiliates
          (each
          an “Affected Person”) reasonably determines that the existence of or
          compliance with:  (a) FIN 46 and Subsequent Statements and
          Interpretations described in Section 1.7(c) below, (b) any other law,
          rule, regulation or generally accepted accounting principle (including
          any
          applicable law, rule or regulation regarding capital adequacy) or any change
          therein or in the interpretation or application thereof, in each case adopted,
          issued or occurring after the date hereof, or (c) any request, guideline
          or
          directive from Financial Accounting Standards Board, any central bank or
          other
          Governmental Authority (whether or not having the force of law) affecting
          or
          which would affect the amount of capital required or expected to be maintained
          by such Affected Person, and such Affected Person determines that the amount
          of
          such capital is increased by or based upon the existence of any commitment
          to
          make purchases of (or otherwise to maintain the investment in) Pool Receivables
          or issue any Letter of Credit related to this Agreement or any related
          liquidity
          facility, credit enhancement facility and other commitments of the same
          type,
          then, upon demand by such Affected Person (with a copy to the Administrator
          and
          the Purchaser Agents), the Seller shall immediately pay to such Affected
          Person,
          from time to time as specified by such Affected Person, additional amounts
          sufficient to compensate such Affected Person for both increased costs
          and
          maintenance of bargained for yield in the light of such circumstances,
          to the
          extent that such Affected Person reasonably determines such increase in
          capital
          to be allocable to the existence of any of such commitments.  A
          certificate as to such amounts submitted to the Seller, the Administrator
          and
          the Purchaser Agents by such Affected Person shall be conclusive and binding
          for
          all purposes, absent manifest error.
  (b)           If,
          due to either:  (i) FIN 46 and Subsequent Statements and
          Interpretations, (ii) the introduction of or any change in or in the
          interpretation of any law, rule, regulation or generally accepted accounting
          standard or (iii) compliance with any guideline or request from any central
          bank
          or other Governmental Authority (whether or not having the force of law),
          there
          shall be any increase in the cost to any Affected Person of agreeing to
          purchase
          or purchasing, or maintaining the ownership of, the Purchased Interest
          in
          respect of which Discount is computed by reference to the Euro-Rate, then,
          upon
          demand by such Affected Person (with a copy to the Administrator and the
          Purchaser Agents), the Seller shall promptly pay to such Affected Person,
          from
          time to time as specified by such Affected Person, additional amounts sufficient
          to compensate such Affected Person for both increased costs and maintenance
          of
          bargained for yield.  A certificate as to such amounts submitted to
          the Seller, the Administrator and the Purchaser Agents by such Affected
          Person
          shall be conclusive and binding for all purposes, absent manifest
          error.
  10        *STRATEGIC
          ENERGY - RPA*
 
 
 (c)           For
          the avoidance of doubt, any increase in cost and/or reduction in yield
          caused by
          regulatory capital allocation adjustments due to Financial Accounting Standards
          Board’s Interpretation 46 (revised December 2003) Consolidation of Variable
          Interest Entities and Interpretation of Accounting Research Bulletin No.
          51 (or
          any future statement or interpretation issued by the Financial Accounting
          Standards Board or any successor thereto) (collectively, the “FIN 46 and
          Subsequent Statements and Interpretations”) shall be covered by this
Section 1.7.
  (d)           If
          such increased costs affect the related Affected Person’s portfolio of financing
          transactions, such Affected Person shall use reasonable averaging and
          attribution methods to allocate such increased costs to the transactions
          contemplated by this Agreement.
  Section
          1.8       Requirements of Law; Funding
          Losses.
  (a)           If
          any Affected Person reasonably determines that the existence of or compliance
          with:  (i) any law, rule or regulation or any change therein or in the
          interpretation or application thereof, in each case adopted, issued or
          occurring
          after the date hereof, or (ii) any request, guideline or directive from
          any
          central bank or other Governmental Authority (whether or not having the
          force of
          law) issued or occurring after the date of this Agreement:
  (A)           does
          or shall subject such Affected Person to any tax of any kind or nature
          whatsoever with respect to this Agreement (excluding taxes imposed on the
          overall or branch pre-tax net income of such Affected Person, and franchise
          taxes imposed on such Affected Person), by the jurisdiction under the laws
          of
          which such Affected Person is organized or otherwise is considered doing,
          or
          having done, business (unless the Affected Person would not be considered
          doing
          business in such jurisdiction, but for having entered into, or engaged
          in the
          transactions in connection with, this Agreement or any other Transaction
          Document) or a political subdivision thereof), any increase in the Purchased
          Interest (or its portion thereof) or in the amount of Capital relating
          thereto,
          or does or shall change the basis of taxation of payments to such Affected
          Person on account of Collections, Discount or any other amounts payable
          hereunder (excluding taxes imposed on the overall or branch pre-tax net
          income
          of such Affected Person, and franchise taxes imposed on such Affected Person),
          by the jurisdiction under the laws of which such Affected Person is organized
          or
          otherwise is considered doing, or having done, business (unless the Affected
          Person would not be considered doing, or having done, business in such
          jurisdiction, but for having entered into, or engaged in the transactions
          in
          connection with, this Agreement or any other Transaction Document) or a
          political subdivision thereof), or
  (B)           does
          or shall impose, modify or hold applicable any reserve, special deposit,
          compulsory loan or similar requirement against assets held by, or deposits
          or
          other liabilities in or for the account of, purchases, advances or loans
          by, or
          other credit extended by, or any other acquisition of funds by, any office
          of
          such Affected Person that are not otherwise included in the determination
          of the
          Euro-Rate or the Base Rate hereunder,
  and
          the
          result of any of the foregoing is: (1) to increase the cost to such Affected
          Person of acting as Administrator, or of agreeing to purchase or purchasing
          or
          maintaining the ownership of undivided variable percentage ownership interests
          with regard to, or issuing any Letter of Credit in respect of, the Purchased
          Interest (or interests therein) or any Portion of Capital, or (2) to reduce
          any
          amount receivable hereunder (whether directly or indirectly), then, in
          any such
          case,
  
 11  *STRATEGIC
          ENERGY
          - RPA*
 
 upon
          demand by such Affected Person (with a copy to the Administrator and the
          Purchaser Agents), and subject to Section 4.1(d) hereof, the Seller shall
          promptly pay to such Affected Person additional amounts necessary to compensate
          such Affected Person for such additional cost or reduced amount
          receivable.  All such amounts shall be payable as
          incurred.  A certificate from such Affected Person to the Seller, the
          Administrator and the Purchaser Agents shall be conclusive and binding
          for all
          purposes, absent manifest error; provided, however, that no
          Affected Person shall be required to disclose any confidential or tax planning
          information in any such certificate.
  (b)           The
          Seller shall compensate each Affected Person, upon written request by such
          Person for all losses, expenses and liabilities (including any interest
          paid by
          such Affected Person to lenders of funds borrowed by it to fund or maintain
          any
          Portion of Capital hereunder at an interest rate determined by reference
          to the
          Euro-Rate and any loss sustained by such Person in connection with the
          re-employment of such funds), which such Affected Person may sustain with
          respect to funding or maintaining such Portion of Capital at the Euro-Rate
          if,
          for any reason, funding or maintaining such Portion of Capital at an interest
          rate determined by reference to the Euro-Rate does not occur on a date
          specified
          therefor; provided, however, that no Affected Person shall be required
          to
          disclose any confidential or tax planning information in any such
          certificate.
  Section
          1.9       Inability to Determine
          Euro-Rate.
  (a)           If
          the Administrator or any Purchaser Agent determines before the first day
          of any
          Settlement Period (which determination shall be final and conclusive) that,
          by
          reason of circumstances affecting the interbank eurodollar market generally,
          (i)
          deposits in dollars (in the relevant amounts for such Settlement Period)
          are not
          being offered to banks in the interbank eurodollar market for such Settlement
          Period, (ii) adequate means do not exist for ascertaining the Euro-Rate
          for such
          Settlement Period or (iii) the Euro Rate does not accurately reflect the
          cost to
          any Purchaser (as determined by such Purchaser or its related Purchaser
          Agent)
          of maintaining any Portion of Capital during such Settlement Period, then
          the
          Administrator or such Purchaser Agent shall give notice thereof to the
          Seller.  Thereafter, until the Administrator or such Purchaser Agent
          notifies the Seller that the circumstances giving rise to such suspension
          no
          longer exist, (i) no Portion of Capital shall be funded at the Alternate
          Rate
          determined by reference to the Euro-Rate and (ii) the Discount for any
          outstanding Portions of Capital then funded at the Alternate Rate determined
          by
          reference to the Euro-Rate shall, on the last day of the then current Settlement
          Period, be converted to the Alternate Rate determined by reference to the
          Base
          Rate.
  (b)           If,
          on or before the first day of any Settlement Period, the Administrator
          shall
          have been notified by any Affected Person that such Affected Person has
          determined (which determination shall be final and conclusive) that any
          enactment, promulgation or adoption of or any change in any applicable
          law, rule
          or regulation, or any change in the interpretation or administration thereof
          by
          a governmental authority, central bank or comparable agency charged with
          the
          interpretation or administration thereof, or compliance by such Affected
          Person
          with any guideline, request or directive (whether or not having the force
          of
          law) of any such authority, central bank or comparable agency shall make
          it
          unlawful or impossible for such Affected Person to fund or maintain any
          Portion
          of Capital at the Alternate Rate and based upon the Euro
  
 12 *STRATEGIC
          ENERGY
          - RPA*
 
 Rate,
          the
          Administrator shall notify the Seller thereof.  Upon receipt of such
          notice, until the Administrator notifies the Seller that the circumstances
          giving rise to such determination no longer apply, (i) no Portion of Capital
          shall be funded at the Alternate Rate determined by reference to the Euro-Rate
          and  the Discount for any outstanding Portions of Capital then funded
          at the Alternate Rate determined by reference to the Euro-Rate shall be
          converted to the Alternate Rate determined by reference to the Base Rate
          either
          (A) on the last day of the then current Settlement Period if such Affected
          Person may lawfully continue to maintain such Portion of Capital at the
          Alternate Rate determined by reference to the Euro-Rate to such day, or
          (B)
          immediately, if such Affected Person may not lawfully continue to maintain
          such
          Portion of Capital at the Alternate Rate determined by reference to the
          Euro-Rate to such day.
  Section
          1.10      [Reserved].
  Section
          1.11      Letters of Credit.
  On
          the
          terms and subject to the conditions hereof, the LC Bank shall issue or
          cause the
          issuance of standby letters of credit (“Letters of Credit”) on behalf of Seller
          (and, if applicable, on behalf of, or for the account of, any Originator
          in
          favor of such beneficiaries as such Originator may elect); provided,
however, that the LC Bank will not be required to issue or cause
          to be
          issued any Letters of Credit to the extent that, after giving effect to
          the
          issuance of such Letters of Credit, such issuance would then cause (a)
          the sum
          of (i) the aggregate Capital plus (ii) the LC Participation Amount to exceed
          the
          Purchase Limit, (b) the Capital for Purchasers in the LC Bank’s Purchaser Group
          to exceed the Group Commitment for such Purchaser Group or (c) the LC
          Participation Amount to exceed in the aggregate, at any time, the aggregate
          of
          the Commitments of the LC Bank and the LC Participants.  All amounts
          drawn upon Letters of Credit shall accrue Discount. Letters of Credit that
          have
          not been drawn upon shall not accrue Discount.  Each of the parties
          hereto acknowledges and agrees that each outstanding and uncancelled standby
          letter of credit issued by PNC for the account of any Originator or Strategic
          Energy prior to the date hereof, which such letters of credit are listed
          on
Schedule V hereto, shall be deemed for all purposes of this Agreement and
          the other Transaction Documents to be a Letter of Credit issued
          hereunder.
  Section
          1.12      Issuance of Letters of
          Credit.
  (a)           The
          Seller may request that the LC Bank, upon one (1) Business Day prior written
          notice submitted on or before 2:00 p.m., New York time, issue a Letter
          of Credit
          by delivering to the Administrator, the LC Bank’s form of Letter of Credit
          Application (the “Letter of Credit Application”), substantially in the form of
          Annex E attached hereto completed to the satisfaction of the Administrator
          and
          the LC Bank; and, such other certificates, documents and other papers and
          information as the Administrator may reasonably request.  The Seller
          also has the right to give instructions and make agreements with respect
          to any
          Letter of Credit Application and the disposition of documents, and to agree
          with
          the Administrator upon any amendment, extension or renewal of any Letter
          of
          Credit.
  (b)           Each
          Letter of Credit shall, among other things, (i) provide for the payment
          of sight
          drafts or other written demands for payment when presented for honor thereunder
          in accordance with the terms thereof and when accompanied by the documents
          described therein,
  
 13  *STRATEGIC
          ENERGY
          - RPA*
  
 (ii)
          have
          an expiry date not later than twelve (12) months after such Letter of Credit’s
          date of issuance and (iii) provide that amounts drawn with respect to such
          Letter of Credit may not be redrawn.  Each Letter of Credit shall be
          subject either to the Uniform Customs and Practice for Documentary Credits
          (1993
          Revision), International Chamber of Commerce Publication No. 500 or
          International Chamber of Commerce Publication No. 600, based on which
          publication is in effect at the time that such Letter of Credit is issued,
          and
          any amendments or revisions thereof adhered to by the LC Bank or the
          International Standby Practices (ISP98-International Chamber of Commerce
          Publication Number 590), and any amendments or revisions thereof adhered
          to by
          the LC Bank (the “ISP98 Rules”), as determined by the LC Bank.
  (c)           The
          Administrator shall promptly notify the LC Bank, at its address for notices
          hereunder, and each LC Participant of the request by the Seller for a Letter
          of
          Credit hereunder, and shall provide the LC Bank with the Letter of Credit
          Application delivered to the Administrator by the Seller pursuant to paragraph
          (a), above, by the close of business on the day received or if received
          on a day
          that is not a Business Day or on any Business Day after 2:00 p.m., New
          York
          time, on such day, on the next Business Day.
  Section
          1.13      Requirements For Issuance of Letters
          of Credit.
  The
          Seller shall authorize and direct the LC Bank to name the Seller or any
          Originator as the “Applicant” or “Account Party” of each Letter of
          Credit.
  Section
          1.14      Disbursements,
          Reimbursement.
  (a)           Immediately
          upon the issuance of each Letter of Credit, each LC Participant shall be
          deemed
          to, and hereby irrevocably and unconditionally agrees to, purchase from
          the LC
          Bank a participation in such Letter of Credit and each drawing thereunder
          in an
          amount equal to such LC Participant’s Pro Rata Share of the face amount of such
          Letter of Credit and the amount of such drawing, respectively.
  (b)           In
          the event of any request for a drawing under a Letter of Credit by the
          beneficiary or transferee thereof, the LC Bank will promptly notify the
          Administrator and the Seller of such request.  Provided that it shall
          have received such notice, the Seller shall reimburse (such obligation
          to
          reimburse the LC Bank shall sometimes be referred to as a “Reimbursement
          Obligation”) the LC Bank prior to 12:00 p.m., New York time, on each date that
          an amount is paid by the LC Bank under any Letter of Credit (each such
          date, a
“Drawing Date”) in an amount equal to the amount so paid by the LC
          Bank.  In the event the Seller fails to reimburse the LC Bank for the
          full amount of any drawing under any Letter of Credit by 12:00 p.m., New
          York
          time, on the Drawing Date, the LC Bank will promptly notify each LC Participant
          thereof, and the Seller shall be deemed to have requested that a Funded
          Purchase
          be made by each Conduit Purchaser in the Purchaser Group for the LC Bank
          and the
          LC Participants to be disbursed on the Drawing Date under such Letter of
          Credit
          in accordance with Section 1.1(b).  In no case shall the LC
          Bank or any LC Participant look to Strategic Energy or any Originator for
          any
          reimbursement with respect to a draw.  Any notice given by the LC Bank
          pursuant to this Section 1.14, may be an oral notice, if such oral notice
          is immediately confirmed in writing; provided, however, that the
          lack of any such written confirmation shall not affect the conclusiveness
          or
          binding effect of such oral notice.
  
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  (c)           Each
          LC Participant shall, upon any notice pursuant to subclause (b) above,
          make
          available to the LC Bank an amount in immediately available funds equal
          to its
          Pro Rata Share of the amount of the drawing.  If any LC Participant so
          notified fails to make available to the LC Bank the amount of such LC
          Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York
          time on the Drawing Date, then interest shall accrue on such LC Participant’s
          obligation to make such payment, from the Drawing Date to the date on which
          such
          LC Participant makes such payment (i) at a rate per annum equal to the
          Federal
          Funds Rate during the first three days following the Drawing Date and (ii)
          at a
          rate per annum equal to the Discount rate applicable to Capital on and
          after the
          fourth day following the Drawing Date.  The LC Bank will promptly give
          notice of the occurrence of the Drawing Date, but failure of the LC Bank
          to give
          any such notice on the Drawing Date or in sufficient time to enable any
          LC
          Participant to effect such payment on such date shall not relieve such
          LC
          Participant from its obligation under this subclause (c), provided that
          such LC
          Participant shall not be obligated to pay interest as provided in subclauses
          (i)
          and (ii) above until and commencing from the date of receipt of notice
          from the
          LC Bank or the Administrator of a drawing.  Each LC Participant’s
          Commitment shall continue until the last to occur of any of the following
          events:  (A) the LC Bank ceases to be obligated to issue or cause to
          be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder
          remains outstanding and uncancelled or (C) all Persons (other than the
          Seller)
          have been fully reimbursed for all payments made under or relating to Letters
          of
          Credit.
  Section
          1.15      Repayment of Participation
          Advances.
  (a)           Upon
          (and only upon) receipt by the LC Bank for its account of immediately available
          funds from or for the account of the Seller (i) in reimbursement of any
          payment
          made by the LC Bank under a Letter of Credit with respect to which any
          LC
          Participant has made a participation advance to the LC Bank, or (ii) in
          payment
          of Discount on the Funded Purchases made or deemed to have been made in
          connection with any such draw, the LC Bank will pay to each LC Participant,
          ratably (based on the outstanding drawn amounts funded by each such LC
          Participant in respect of such Letter of Credit), in the same funds as
          those
          received by the LC Bank; it being understood, that the LC Bank shall
          retain a ratable amount of such funds that were not the subject of any
          payment
          in respect of such Letter of Credit by any LC Participant.
  (b)           If
          the LC Bank is required at any time to return to the Seller, or to a trustee,
          receiver, liquidator, custodian, or any official in any insolvency proceeding,
          any portion of the payments made by the Seller to the LC Bank pursuant
          to this
          Agreement in reimbursement of a payment made under the Letter of Credit
          or
          interest or fee thereon, each LC Participant shall, on demand of the LC
          Bank,
          forthwith return to the LC Bank the amount of its Pro Rata Share of any
          amounts
          so returned by the LC Bank plus interest at the Federal Funds Rate, from
          the
          date the payment was first made to such LC Participant through, but not
          including the date the payment is returned by such LC Participant.
  Section
          1.16      Documentation.
  The
          Seller agrees to be bound by the terms of the Letter of Credit Application
          and
          by the LC Bank’s interpretations of any Letter of Credit issued for the Seller
          and by the LC Bank’s written regulations and customary practices relating to
          letters of credit, though the LC Bank’s interpretation of such regulations and
          practices may be different from the Seller’s own.  In the
  
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 event
          of
          a conflict between the Letter of Credit Application and this Agreement,
          this
          Agreement shall govern.  It is understood and agreed that, except in
          the case of gross negligence or willful misconduct by the LC Bank, the
          LC Bank
          shall not be liable for any error, negligence and/or mistakes, whether
          of
          omission or commission, in following the Seller’s instructions or those
          contained in the Letters of Credit or any modifications, amendments or
          supplements thereto.
  Section
          1.17      Determination to Honor Drawing
          Request.
  In
          determining whether to honor any request for drawing under any Letter of
          Credit
          by the beneficiary thereof, the LC Bank shall be responsible only to determine
          that the documents and certificates required to be delivered under such
          Letter
          of Credit have been delivered and that they comply on their face with the
          requirements of such Letter of Credit and that any other drawing condition
          appearing on the face of such Letter of Credit has been satisfied in the
          manner
          so set forth.
  Section
          1.18      Nature of Participation and
          Reimbursement Obligations.
  Each
          LC
          Participant’s obligation in accordance with this Agreement to make participation
          advances as a result of a drawing under a Letter of Credit, and the obligations
          of the Seller to reimburse the LC Bank upon a draw under a Letter of Credit,
          shall be absolute, unconditional and irrevocable, and shall be performed
          strictly in accordance with the terms of this Agreement under all circumstances,
          including the following circumstances:
  (i)           any
          set-off, counterclaim, recoupment, defense or other right which such LC
          Participant may have against the LC Bank, the Administrator, any Purchaser,
          the
          Seller or any other Person for any reason whatsoever;
  (ii)           the
          failure of the Seller or any other Person to comply with the conditions
          set
          forth in this Agreement for the making of a purchase, reinvestments, requests
          for Letters of Credit or otherwise, it being acknowledged that such conditions
          are not required for the making of participation advances
          hereunder;
  (iii)           any
          lack of validity or enforceability of any Letter of Credit or any set-off,
          counterclaim, recoupment, defense or other right which Seller or any Originator
          on behalf of which a Letter of Credit has been issued may have against
          the LC
          Bank, the Administrator, any Purchaser, or any other Person for any reason
          whatsoever;
  (iv)           any
          claim of breach of warranty that might be made by the Seller, the LC Bank
          or any
          LC Participant against the beneficiary of a Letter of Credit, or the existence
          of any claim, set-off, counterclaim, recoupment, defense or other right
          which
          the Seller, the LC Bank or any LC Participant may have at any time against
          a
          beneficiary, any successor beneficiary or any transferee of any Letter
          of Credit
          or the proceeds thereof (or any Persons for whom any such transferee may
          be
          acting), the LC Bank, any LC Participant, any Purchaser or any other Person,
          whether in connection with this Agreement, the transactions contemplated
          herein
          or any unrelated transaction (including any underlying transaction between
          the
          Seller or any Subsidiaries of the Seller or any Affiliates of the Seller
          and the
          beneficiary for which any Letter of Credit was procured);
  
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 (v)           the
          lack of power or authority of any signer of, or lack of validity, sufficiency,
          accuracy, enforceability or genuineness of, any draft, demand, instrument,
          certificate or other document presented under any Letter of Credit, or
          any such
          draft, demand, instrument, certificate or other document proving to be
          forged,
          fraudulent, invalid, defective or insufficient in any respect or any statement
          therein being untrue or inaccurate in any respect, even if the Administrator
          or
          the LC Bank has been notified thereof;
  (vi)           payment
          by the LC Bank under any Letter of Credit against presentation of a demand,
          draft or certificate or other document which does not comply with the terms
          of
          such Letter of Credit other than as a result of the gross negligence or
          willful
          misconduct of the LC Bank;
  (vii)           the
          solvency of, or any acts or omissions by, any beneficiary of any Letter
          of
          Credit, or any other Person having a role in any transaction or obligation
          relating to a Letter of Credit, or the existence, nature, quality, quantity,
          condition, value or other characteristic of any property or services relating
          to
          a Letter of Credit;
  (viii)                      any
          failure by the LC Bank or any of the LC Bank’s Affiliates to issue any Letter of
          Credit in the form requested by the Seller, unless the LC Bank has received
          written notice from the Seller of such failure within three Business Days
          after
          the LC Bank shall have furnished the Seller a copy of such Letter of Credit
          and
          such error is material and no drawing has been made thereon prior to receipt
          of
          such notice;
  (ix)           any
          Material Adverse Effect on the Seller, any Originator or any Affiliates
          thereof;
  (x)           any
          breach of this Agreement or any Transaction Document by any party
          thereto;
  (xi)           the
          occurrence or continuance of an Insolvency Proceeding with respect to the
          Seller, any Originator or any Affiliate thereof;
  (xii)           the
          fact that a Termination Event or an Unmatured Termination Event shall have
          occurred and be continuing;
  (xiii)                      the
          fact that this Agreement or the obligations of Seller or Servicer hereunder
          shall have been terminated; and
  (xiv)                      any
          other circumstance or happening whatsoever, whether or not similar to any
          of the
          foregoing.
  Section
          1.19      Indemnity.
  In
          addition to other amounts payable hereunder, the Seller hereby agrees to
          protect, indemnify, pay and save harmless the Administrator, the LC Bank,
          each
          LC Participant and any of the LC Bank’s Affiliates that have issued a Letter of
          Credit from and against any and all claims, demands, liabilities, damages,
          taxes
          (other than taxes imposed on or measured by such Person’s net income or net
          profits (or franchise taxes imposed in lieu thereof) by any
  
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 Governmental
          Authority under the laws of which such Person is organized, in which its
          principal office is located or in which it is otherwise doing or has done
          business (unless it is doing or has done business solely as a result of
          such
          Person entering into, receiving any payment under, or taking any action
          pursuant
          to, this Agreement)), penalties, interest, judgments, losses, costs, charges
          and
          expenses (including Attorney Costs) which the Administrator, the LC Bank,
          any LC
          Participant or any of their respective Affiliates may incur or be subject
          to as
          a consequence, direct or indirect, of the issuance of any Letter of Credit,
          other than as a result of (a) the gross negligence or willful misconduct
          of the
          party to be indemnified as determined by a final judgment of a court of
          competent jurisdiction or (b) the wrongful dishonor by the LC Bank of a
          proper
          demand for payment made under any Letter of Credit, except if such dishonor
          resulted from any act or omission, whether rightful or wrongful, of any
          present
          or future de jure or de facto Governmental Authority (all such acts or
          omissions
          herein called “Governmental Acts”).
  Section
          1.20      Liability for Acts and
          Omissions.
  As
          between the Seller, on the one hand, and the Administrator, the LC Bank,
          the LC
          Participants and the other Purchasers, on the other, the Seller assumes
          all
          risks of the acts and omissions of, or misuse of the Letters of Credit
          by, the
          respective beneficiaries of such Letters of Credit. In furtherance and
          not in
          limitation of the respective foregoing, none of the Administrator, the
          LC Bank
          or any other Purchaser shall be responsible for: (i) the form, validity,
          sufficiency, accuracy, genuineness or legal effect of any document submitted
          by
          any party in connection with the application for an issuance of any such
          Letter
          of Credit, even if it should in fact prove to be in any or all respects
          invalid,
          insufficient, inaccurate, fraudulent or forged (even if the LC Bank shall
          have
          been notified thereof); (ii) the validity or sufficiency of any instrument
          transferring or assigning or purporting to transfer or assign any such
          Letter of
          Credit or the rights or benefits thereunder or proceeds thereof, in whole
          or in
          part, which may prove to be invalid or ineffective for any reason; (iii)
          the
          failure of the beneficiary of any such Letter of Credit, or any other party
          to
          which such Letter of Credit may be transferred, to comply fully with any
          conditions required in order to draw upon such Letter of Credit or any
          other
          claim of the Seller against any beneficiary of such Letter of Credit, or
          any
          such transferee, or any dispute between or among the Seller and any beneficiary
          of any Letter of Credit or any such transferee; (iv) errors, omissions,
          interruptions or delays in transmission or delivery of any messages, by
          mail,
          cable, telegraph, telex or otherwise, whether or not they be in cipher;
          (v)
          errors in interpretation of technical terms; (vi) any loss or delay in
          the
          transmission or otherwise of any document required in order to make a drawing
          under any such Letter of Credit or of the proceeds thereof; (vii) the
          misapplication by the beneficiary of any such Letter of Credit of the proceeds
          of any drawing under such Letter of Credit; or (viii) any consequences
          arising
          from causes beyond the control of the Administrator, the LC Bank, any LC
          Participant and any Conduit Purchaser, including any Governmental Acts,
          and none
          of the above shall affect or impair, or prevent the vesting of, any of
          the LC
          Bank’s rights or powers hereunder. Nothing in the preceding sentence shall
          relieve the LC Bank from liability for its gross negligence or willful
          misconduct, as determined by a final non-appealable judgment of a court
          of
          competent jurisdiction, in connection with actions or omissions described
          in
          such clauses (i) through (viii) of such sentence.  In no event shall
          the Administrator, the LC Bank, any LC Participant, any Conduit Purchaser
          or
          their respective Affiliates, be liable to the Seller or any other Person
          for any
          indirect, consequential, incidental, punitive, exemplary or special damages
          or
          expenses
  
 18 *STRATEGIC
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 (including
          without limitation attorneys’ fees), or for any damages resulting from any
          change in the value of any property relating to a Letter of Credit.
  Without
          limiting the generality of the foregoing, the Administrator, the LC Bank,
          any LC
          Participant and any Conduit Purchaser and each of its Affiliates (i) may
          rely on
          any written communication believed in good faith by such Person to have
          been
          authorized or given by or on behalf of the applicant for a Letter of Credit;
          (ii) may honor any presentation if the documents presented appear on their
          face
          to comply with the terms and conditions of the relevant Letter of Credit;
          (iii)
          may honor a previously dishonored presentation under a Letter of Credit,
          whether
          such dishonor was pursuant to a court order, to settle or compromise any
          claim
          of wrongful dishonor, or otherwise, and shall be entitled to reimbursement
          to
          the same extent as if such presentation had initially been honored, together
          with any interest paid by the LC Bank or its Affiliates; (iv) may honor
          any
          drawing that is payable upon presentation of a statement advising negotiation
          or
          payment, upon receipt of such statement (even if such statement indicates
          that a
          draft or other document is being delivered separately), and shall not be
          liable
          for any failure of any such draft or other document to arrive, or to conform
          in
          any way with the relevant Letter of  Credit; (v) may pay any paying or
          negotiating bank claiming that it rightfully honored under the laws or
          practices
          of the place where such bank is located; and (vi) may settle or adjust
          any claim
          or demand made on the Administrator, the LC Bank, any LC Participant, any
          Conduit Purchaser  or their respective Affiliates, in any way related
          to any order issued at the applicant’s request to an air carrier, a letter of
          guarantee or of indemnity issued to a carrier or any similar document (each
          an
“Order”) and may honor any drawing in connection with any Letter of Credit that
          is the subject of such Order, notwithstanding that any drafts or other
          documents
          presented in connection with such Letter of Credit fail to conform in any
          way
          with such Letter of Credit.
  In
          furtherance and extension and not in limitation of the specific provisions
          set
          forth above, any action taken or omitted by the LC Bank under or in connection
          with the Letters of Credit issued by it or any documents and certificates
          delivered thereunder, if taken or omitted in good faith and without gross
          negligence or willful misconduct, as determined by a final non-appealable
          judgment of a court of competent jurisdiction, shall not put the LC Bank
          under
          any resulting liability to the Seller, any LC Participant or any other
          Person.
  **ARTICLE
          II.**
 **REPRESENTATIONS
          AND WARRANTIES; COVENANTS; TERMINATION EVENTS**
  Section
          2.1       Representations and Warranties;
          Covenants.
  Each
          of
          the Seller and the Servicer hereby makes the representations and warranties,
          and
          hereby agrees to perform and observe the covenants, applicable to it set
          forth
          in Exhibits III and IV, respectively.
  Section
          2.2       Termination
          Events.
  If
          any of
          the Termination Events set forth in Exhibit V shall occur, the
          Administrator may, by notice to the Seller, declare the Facility Termination
          Date to have occurred (in which case the Facility Termination Date shall
          be
          deemed to have occurred); provided, that automatically upon the occurrence
          of
          any event (without any requirement for the passage of time
  
 19 *STRATEGIC
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 or
          the
          giving of notice) described in paragraph (f) of Exhibit V, the
          Facility Termination Date shall occur.  Upon any such declaration,
          occurrence or deemed occurrence of the Facility Termination Date, the Purchasers
          and the Administrator shall have, in addition to the rights and remedies
          that
          they may have under this Agreement, all other rights and remedies provided
          after
          default under the applicable UCC and under other applicable law, rules
          and
          regulations, which rights and remedies shall be cumulative.
  Section
          2.3       Tax Treatment.
  It
          is the
          intention of the parties that the transactions contemplated by this Agreement
          will create a debt obligation of the Seller for United States federal,
          state and
          local income and franchise tax purposes.  Unless otherwise required by
          law, each party to this Agreement, including without limitation any successors
          and assigns, agrees to treat the transactions accordingly for all such
          purposes.
  **ARTICLE
          III.**
 **INDEMNIFICATION**
 Section
          3.1        Indemnities by the
          Seller.
  Without
          limiting any other rights that the Administrator, the Purchasers, the Liquidity
          Providers, any other Program Support Provider or any of their respective
          Affiliates, employees, officers, directors, agents, counsel, successors,
          transferees or assigns (each, an “Indemnified Party”) may have hereunder
          or under applicable law, rules or regulations, the Seller hereby agrees
          to
          indemnify each Indemnified Party from and against any and all claims, damages,
          expenses, costs, losses, liabilities and penalties (including Attorney
          Costs)
          (all of the foregoing being collectively referred to as “Indemnified
          Amounts”) arising out of or resulting from this Agreement (whether directly
          or indirectly), the use of proceeds of purchases or reinvestments, the
          ownership
          of the Purchased Interest, or any interest therein, or in respect of any
          Receivable, Related Security or Contract, excluding, however:  (a)
          Indemnified Amounts to the extent resulting from gross negligence or willful
          misconduct on the part of such Indemnified Party or its employees, officers,
          directors, agents or counsel, (b) any indemnification which has the effect
          of
          recourse for the non-payment of the Receivables to any indemnitor (except
          as
          otherwise specifically provided under Section 1.4(e) and this Section
          3.1), or (c) overall net income taxes or franchise taxes imposed on such
          Indemnified Party by the jurisdiction under the laws of which such Indemnified
          Party is organized or any political subdivision thereof, or in which its
          principal office is located or in which it is otherwise doing, or has done,
          business (unless it is doing business, or has done business, solely as
          a result
          of such Indemnified Party entering into, receiving any payment under, or
          enforcing its rights pursuant to, this Agreement).  Without limiting
          or being limited by the foregoing, and subject to the exclusions set forth
          in
          the preceding sentence, the Seller shall pay on demand (which demand shall
          be
          accompanied by documentation of the Indemnified Amounts, in reasonable
          detail)
          to each Indemnified Party any and all amounts necessary to indemnify such
          Indemnified Party from and against any and all Indemnified Amounts relating
          to
          or resulting from any of the following:
  (i)           the
          failure of any Receivable included in the calculation of the Net Receivables
          Pool Balance as an Eligible Receivable to be an Eligible Receivable, the
          failure
          of
  20         *STRATEGIC
        ENERGY - RPA* 
 
 
                 Section 2(k) Exhibit IV
    
 21  *STRATEGIC
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   Section 1.4(d)
  Indemnities
          by the Servicer
    ARTICLE
          IV.
 ADMINISTRATION
          AND COLLECTIONS
  Appointment
          and Authorization of the Servicer
    clause (a)
  
 22  *STRATEGIC
          ENERGY
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     “Sub-Servicer Sub-Servicers provided provided however
  Duties of the
          Servicer
  Article I provided however
  
 23 *STRATEGIC
          ENERGY
          - RPA*
 
       Lock-Box
          Arrangements
  Section 4.2(b) Article
          I Section 4.3
  
 24  *STRATEGIC
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          - RPA*
 
       provided
        Responsibilities of the
          Seller
    
 25 *STRATEGIC
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     Servicing
          Fee
  clause (b) per
          annum Servicing Fee Rate Section 1.4
  clause (a)
  ARTICLE
          V.
 ADMINISTRATOR
  Appointment,
          Authorization and Action of the Administrator
  Section 5.10
  
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          ENERGY
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 and
          authority of the Administrator hereunder shall terminate on the date following
          the Facility Termination Date on which no Capital of or Discount in respect
          of
          the Purchased Interest shall be outstanding, all Letters of Credit shall
          be
          cancelled or expired and all amounts due to each Person under each of the
          Transaction Documents shall have been paid in full.
  (b)           Each
          Purchaser hereby irrevocably designates and appoints the respective institution
          identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the
          signature pages hereto or in the Assumption Agreement pursuant to which
          such
          Purchaser becomes a party hereto.  Each Purchaser hereby authorizes
          its Purchaser Agent to take such action on its behalf under the provisions
          of
          this Agreement and to exercise such powers and perform such duties as are
          expressly delegated to such Purchaser Agent by the terms of this Agreement,
          if
          any, together with such other powers as are reasonably incidental
          thereto.  Notwithstanding any provision to the contrary elsewhere in
          this Agreement, no Purchaser Agent shall have any duties or responsibilities,
          except those expressly set forth herein, or any fiduciary relationship
          with any
          Purchaser or other Purchaser Agent or the Administrator, and no implied
          covenants, functions, responsibilities, duties, obligations or liabilities
          on
          the part of such Purchaser Agent shall be read into this Agreement or otherwise
          exist against such Purchaser Agent.
  (c)           Except
          as otherwise specifically provided in this Agreement, the provisions of
          this
          Article V are solely for the benefit of the Purchaser Agents, the Administrator
          and the Purchasers, and none of the Seller or Servicer shall have any rights
          as
          a third-party beneficiary or otherwise under any of the provisions of this
          Article V, except that this Article V shall not affect any
          obligations which any Purchaser Agent, the Administrator or any Purchaser
          may
          have to the Seller or the Servicer under the other provisions of this
          Agreement.  Furthermore, no Purchaser shall have any rights as a third
          party beneficiary or otherwise under any of the provisions hereof in respect
          of
          a Purchaser Agent which is not the Purchaser Agent for such
          Purchaser.
  (d)           In
          performing its functions and duties hereunder, the Administrator shall
          act
          solely as the agent of the Purchasers and the Purchaser Agents and does
          not
          assume nor shall be deemed to have assumed any obligation or relationship
          of
          trust or agency with or for the Seller or Servicer or any of their successors
          and assigns.  In performing its functions and duties hereunder, each
          Purchaser Agent shall act solely as the agent of its respective Purchaser
          and
          does not assume nor shall be deemed to have assumed any obligation or
          relationship of trust or agency with or for the Seller, the Servicer, any
          other
          Purchaser, any other Purchaser Agent or the Administrator, or any of their
          respective successors and assigns.
  Section
          5.2       Nature of Administrator’s
          Duties.
  (a)           The
          Administrator shall have no duties or responsibilities except those expressly
          set forth in this Agreement or in the other Transaction
          Documents.  The duties of the Administrator shall be mechanical and
          administrative in nature.  The Administrator shall not have, by reason
          of this Agreement, a fiduciary relationship in respect of any
          Purchaser.  Nothing in this Agreement or any of the Transaction
          Documents, express or implied, is intended to or shall be construed to
          impose
          upon the Administrator any obligations in respect of this Agreement or
          any of
          the Transaction Documents except as expressly set forth herein or
          therein.  The Administrator shall not have any duty or responsibility,
          either initially or on a continuing basis,
  ** STRATEGIC
          ENERGY - RPA
 
 
 to
          provide any Purchaser with any credit or other information with respect
          to the
          Seller, any Originator or the Servicer, whether coming into its possession
          before the date hereof or at any time or times thereafter.  If the
          Administrator seeks the consent or approval of the Purchasers or the Purchaser
          Agents to the taking or refraining from taking any action hereunder, the
          Administrator shall send notice thereof to each Purchaser and each Purchaser
          Agent.
  (b)           The
          Administrator may execute any of its duties through agents or attorneys-in-fact
          and shall be entitled to advice of counsel concerning all matters pertaining
          to
          such duties.  The Administrator shall not be responsible for the
          negligence or misconduct of any agents or attorneys-in-fact selected by
          it with
          reasonable care.
  Section
          5.3       Exculpatory
          Provisions.
  None
          of
          the Purchaser Agents, the Administrator or any of their directors, officers,
          agents or employees shall be liable for any action taken or omitted (i)
          with the
          consent or at the direction of the Majority Purchaser Agents (or in the
          case of
          any Purchaser Agent, the Purchasers within its Purchaser Group that have
          a
          majority of the Group Commitment of such Purchaser Group) or (ii) in the
          absence
          of such Person’s gross negligence or willful misconduct.  The
          Administrator shall not be responsible to any Purchaser, Purchaser Agent
          or
          other Person for (i) any recitals, representations, warranties or other
          statements made by the Seller, Servicer, any Originator or any of their
          Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability
          or sufficiency of any Transaction Document, (iii) any failure of the Seller,
          the
          Servicer, any Originator or any of their Affiliates to perform any obligation
          hereunder or under the other Transaction Documents to which it is a party
          (or
          under any Contract), or (iv) the satisfaction of any condition specified
          in
Exhibit II.  The Administrator shall not have any obligation to
          any Purchaser or Purchaser Agent to ascertain or inquire about the observance
          or
          performance of any agreement contained in any Transaction Document or to
          inspect
          the properties, books or records of the Seller, Servicer, any Originator
          or any
          of their respective Affiliates.
  Section
          5.4       Reliance by
          Administrator.
  (a)           Each
          Purchaser Agent and the Administrator shall in all cases be entitled to
          rely,
          and shall be fully protected in relying, upon any document or other writing
          or
          conversation believed by it to be genuine and correct and to have been
          signed,
          sent or made by the proper Person and upon advice and statements of legal
          counsel (including counsel to the Seller), independent accountants and
          other
          experts selected by the Administrator.  Each Purchaser Agent and the
          Administrator shall in all cases be fully justified in failing or refusing
          to
          take any action under any Transaction Document unless it shall first receive
          such advice or concurrence of the Majority Purchaser Agents (or in the
          case of
          any Purchaser Agent, the Purchasers within its Purchaser Group that have
          a
          majority of the Group Commitment of such Purchaser Group), and assurance
          of its
          indemnification, as it deems appropriate.
  (b)           The
          Administrator shall in all cases be fully protected in acting, or in refraining
          from acting, under this Agreement in accordance with a request of the Majority
          Purchaser Agents (or in the case of any Purchaser Agent, the Purchasers
          within
          its Purchaser Group that have a majority of the Group Commitment of such
          Purchaser Group) and such request and any
  STRATEGIC
          ENERGY
          - RPA
 
 
 action
          taken or failure to act pursuant thereto shall be binding upon all Purchasers,
          Purchaser Agents and the Administrator.
  (c)           The
          Purchasers within each Purchaser Group with a majority of the Group Commitment
          of such Purchaser Group shall be entitled to request or direct the related
          Purchaser Agent to take action, or refrain from taking action, under this
          Agreement on behalf of such Purchasers.  Such Purchaser Agent shall in
          all cases be fully protected in acting, or in refraining from acting, under
          this
          Agreement in accordance with a request of such majority Purchasers, and
          such
          request and any action taken or failure to act pursuant thereto shall be
          binding
          upon all of such Purchaser Agent’s Purchasers.
  (d)           Unless
          otherwise advised in writing by a Purchaser Agent or by any Purchaser on
          whose
          behalf such Purchaser Agent is purportedly acting, each party to this Agreement
          may assume that (i) such Purchaser Agent is acting for the benefit of each
          of
          the Purchasers in respect of which such Purchaser Agent is identified as
          being
          the “Purchaser Agent” in the definition of “Purchaser Agent” hereto, as well as
          for the benefit of each assignee or other transferee from any such Person,
          and
          (ii) each action taken by such Purchaser Agent has been duly authorized
          and
          approved by all necessary action on the part of the Purchasers on whose
          behalf
          it is purportedly acting.  Each Purchaser Agent and its Purchaser(s)
          shall agree amongst themselves as to the circumstances and procedures for
          removal, resignation and replacement of such Purchaser Agent.
  Section
          5.5       Notice of Termination
          Events.
  Neither
          any Purchaser Agent nor the Administrator shall be deemed to have knowledge
          or
          notice of the occurrence of any Termination Event or Unmatured Termination
          Event
          unless the Administrator and the Purchaser Agents have received notice
          from any
          Purchaser, the Servicer or the Seller stating that a Termination Event
          or
          Unmatured Termination Event has occurred hereunder and describing such
          Termination Event or Unmatured Termination Event.  In the event that
          the Administrator receives such a notice, it shall promptly give notice
          thereof
          to each Purchaser Agent and Seller, whereupon each such Purchaser Agent
          shall
          promptly give notice thereof to its Purchasers.  In the event that a
          Purchaser or Purchaser Agent receives such a notice (other than from the
          Administrator), it shall promptly give notice thereof to the Administrator
          and
          Seller.  The Administrator shall take such action concerning a
          Termination Event or Unmatured Termination Event as may be directed by
          the
          Majority Purchaser Agents (unless such action otherwise requires the consent
          of
          all Purchasers, the LC Bank and/or the Required LC Participants), but until
          the
          Administrator receives such directions, the Administrator may (but shall
          not be
          obligated to) take such action, or refrain from taking such action, as
          the
          Administrator deems advisable and in the best interests of the Purchasers
          and
          Purchaser Agents.
  Section
          5.6       Non-Reliance on
          Administrator.
  Each
          Purchaser and Purchaser Agent expressly acknowledges that none of the
          Administrator, the Purchaser Agents nor any of their respective officers,
          directors, employees, agents, attorneys-in-fact or Affiliates has made
          any
          representations or warranties to it and that no act by the Administrator,
          or any
          Purchaser Agent hereafter taken, including any review of the
  STRATEGIC
          ENERGY
          - RPA
 
 
 affairs
          of the Seller, Servicer or any Originator, shall be deemed to constitute
          any
          representation or warranty by the Administrator or such Purchaser Agent,
          as
          applicable.  Each Purchaser and Purchaser Agent represents and
          warrants to the Administrator, the other Purchasers and Purchaser Agents
          that it
          has, independently and without reliance upon the Administrator or any other
          Purchaser or Purchaser Agent and based on such documents and information
          as it
          has deemed appropriate, it has made and will continue to make its own appraisal
          of and investigation into the business, operations, property, prospects,
          financial and other conditions and creditworthiness of the Seller, Servicer
          or
          the Originators, and the Receivables and it has made and will continue
          to make
          its own decision to enter into this Agreement and to take, or omit, action
          under
          any Transaction Document.  Except for items specifically required to
          be delivered hereunder, the Administrator shall not have any duty or
          responsibility to provide any Purchaser or Purchaser Agent with any information
          concerning the Seller, Servicer or the Originators or any of their Affiliates
          that comes into the possession of the Administrator or any of its officers,
          directors, employees, agents, attorneys-in-fact or Affiliates.
  Section
          5.7       Administrator, Purchasers,
          Purchaser Agents and Affiliates.
  Each
          of
          the Purchasers, Purchaser Agents and the Administrator and their respective
          Affiliates may extend credit to, accept deposits from and generally engage
          in
          any kind of banking, trust, debt, equity or other business with the Seller,
          Servicer or any Originator or any of their respective Affiliates and PNC
          may
          exercise or refrain from exercising its rights and powers as if it were
          not the
          Administrator.  With respect to the acquisition of the Pool Assets
          pursuant to this Agreement, each of the Purchaser Agents and the Administrator,
          to the extent they are also a Purchaser, shall have the same rights and
          powers
          under this Agreement as any Purchaser and may exercise the same as though
          it
          were not the Purchaser Agent or the Administrator, as applicable, and the
          terms
“Purchaser” and “Purchasers” shall include the Purchaser Agent and the
          Administrator in their individual capacities.
  Section
          5.8       Indemnification.
  Each
          LC
          Participant agrees to indemnify and hold harmless the Administrator and
          the LC
          Bank and the officers, directors, employees, representatives and agents
          of the
          Administrator and the LC Bank (to the extent not reimbursed by the Seller,
          the
          Servicer or any Originator and without limiting the obligation of the Seller,
          the Servicer or any Originator to do so), ratably according to its Pro
          Rata
          Share, from and against any and all liabilities, obligations, losses, damages,
          penalties, actions, judgments, suits, settlements, costs, expenses and
          disbursements of any kind whatsoever (including in connection with any
          investigative or threatened proceeding, whether or not the Administrator,
          the LC
          Bank or such Person shall be designated a party, thereto) that may at any
          time
          be imposed on, incurred by or asserted against the Administrator, the LC
          Bank or
          such Person as a result of, or related to, any of the transactions contemplated
          by the Transaction Documents or the execution, delivery or performance
          of the
          Transaction Documents or any other document furnished in connection therewith
          (but excluding any such liabilities, obligations, losses, damages, penalties,
          actions, judgments, settlements, suits, costs, expenses or disbursements
          resulting solely from the Administrator’s or the LC Bank’s gross negligence or
          willful misconduct, as finally determined by a final non-appealable judgment
          of
          a court of competent jurisdiction.  Without limiting the generality of
          the foregoing, each LC Participant agrees to reimburse the Administrator
          and the
          LC Bank, ratably according to its Pro
   ** STRATEGIC
          ENERGY - RPA
 
 
 Rata
          Shares, promptly upon demand, for any out-of-pocket expenses (including
          reasonable counsel fees) incurred by the Administrator or the LC Bank in
          connection with the administration, modification, amendment or enforcement
          (whether through negotiations, legal proceedings or otherwise) of, or legal
          advice in respect of its rights or responsibilities under, this
          Agreement.
  Section
          5.9       Successor
          Administrator.
  The
          Administrator may, resign at any time by giving thirty (30) Business Days’
notice thereof to the Seller, the Servicer, each Purchaser and each Purchaser
          Agent.  Such resignation shall not become effective until a successor
          Administrator is appointed by the Majority Purchaser Agents and the LC
          Bank and
          has accepted such appointment with the consent of the Seller (such consent
          not
          to be unreasonably withheld, conditioned or delayed); provided, however,
          that
          the consent of the Seller shall not be required if (i) a Termination Event
          has
          occurred and is continuing or (ii) such successor Administrator is any
          Purchaser
          Agent or an Affiliate of PNC or a Purchaser Agent.  Upon such
          acceptance of its appointment as Administrator hereunder by a successor
          Administrator, such successor Administrator shall succeed to and become
          vested
          with all the rights and duties of the retiring Administrator, and the retiring
          Administrator shall be discharged from any further duties and obligations
          under
          the Transaction Documents.  After any retiring Administrator’s
          resignation hereunder, the provisions of Sections 3.1, 3.2, 6.4 and this
Article V shall inure to its benefit as to any actions taken or
          omitted
          to be taken by it while it was the Administrator.
  **ARTICLE
          VI.**
 **MISCELLANEOUS**
  Section
          6.1       Amendments,
          Etc.
  No
          amendment or waiver of any provision of this Agreement or any other Transaction
          Document, or consent to any departure by the Seller or the Servicer therefrom,
          shall be effective unless in a writing signed by the Administrator, the
          LC Bank
          and the Majority LC Participants and each Conduit Purchaser, and, in the
          case of
          any amendment, by the other parties thereto; and then such amendment, waiver
          or
          consent shall be effective only in the specific instance and for the specific
          purpose for which given.  No failure on the part of any Purchaser, any
          Purchaser Agent or the Administrator to exercise, and no delay in exercising
          any
          right hereunder shall operate as a waiver thereof, nor shall any single
          or
          partial exercise of any right hereunder preclude any other or further exercise
          thereof or the exercise of any other right.
  Section
          6.2       Notices, Etc.
  All
          notices and other communications hereunder shall, unless otherwise stated
          herein, be in writing (which shall include facsimile and email communication)
          and be sent or delivered to each party hereto at its address set forth
          under its
          name on the signature pages hereof (or in any Assumption Agreement pursuant
          to
          which it became a party hereto) or at such other address as shall be designated
          by such party in a written notice to the other parties
          hereto.  Notices and communications by facsimile shall be effective
          when sent (and shall be followed by hard copy
  STRATEGIC
          ENERGY
          - RPA
 
 
 sent
          by
          first class mail), and notices and communications sent by other means shall
          be
          effective when received.
  Section
          6.3       Successors and Assigns;
          Assignability; Participations.
  (a)           Whenever
          in this Agreement any of the parties hereto is referred to, such reference
          shall
          be deemed to include the successors and assigns of such party; all covenants,
          promises and agreements by or on behalf of any parties hereto that are
          contained
          in this Agreement shall bind and inure to the benefit of the parties hereto
          and
          their respective successors and assigns. Except as otherwise provided herein,
          none of Strategic Energy, the Seller or the Servicer may assign or transfer
          any
          of its rights or obligations or delegate any of its duties hereunder or
          under
          any Transaction Document without the prior written consent of the Administrator,
          the LC Bank, the Majority Purchaser Agents and the Required LC
          Participants.  Each of the LC Participants, with the prior written
          consent of the Administrator, the LC Bank and, so long as no Termination
          Event
          has occurred and is continuing, the Seller (such consent not to be unreasonably
          withheld, conditioned or delayed), may assign any of its interests, rights
          and
          obligations hereunder to an Eligible Assignee; provided, that (i) the Commitment
          amount to be assigned by any such LC Participant hereunder shall not be
          less
          than $5,000,000 and (ii) prior to the effective date of any such assignment,
          the
          assignee and assignor shall have executed and delivered to the Administrator
          and
          the LC Bank an assignment and acceptance agreement in form and substance
          satisfactory to the Administrator and the LC Bank. Upon the effectiveness
          of any
          such permitted assignment, (i) the assignee thereunder shall, to the extent
          of
          the interests assigned to it, be entitled to the interests, rights and
          obligations of an LC Participant under this Agreement and (ii) the assigning
          LC
          Participant shall, to the extent of the interest assigned, be released
          from any
          further obligations under this Agreement.
  (b)           Notwithstanding
          anything contained in paragraph (a) of this Section 6.3, each of the LC
          Bank and each LC Participant may sell participations in all or any part
          of any
          Funded Purchase made by it to another bank or other entity so long as (i)
          no
          such grant of a participation shall, without the consent of the Seller,
          require
          the Seller to file a registration statement with the Securities and Exchange
          Commission and (ii) no holder of any such participation shall be entitled
          to
          require such LC Participant to take or omit to take any action hereunder
          except
          that it may agree with such participant that, without such participant’s
          consent, it will not consent to an amendment, modification or waiver with
          respect to (A) the reduction of any Capital, Discount or fee, (B) any extension
          the Facility Termination Date, (C) any increase in the Purchase Limit or
          the
          Commitment related to such participant, (D) any reserve requirements hereunder,
          (E) Section 1.4 hereof, (F) any issuance terms with respect to Letters of
          Credit or (G) the release of any collateral secured by this Agreement or
          any
          other Transaction Document.  Any such participant shall not have any
          rights hereunder or under the Transaction Documents except that such participant
          shall have rights under Sections 1.7 and 1.8 (as limited by
Section 6.3(i)) and 1.9 hereunder as if it were an LC Participant;
          provided that no such participant shall be entitled to receive any payment
          pursuant to such sections which is greater in amount than the payment which
          the
          assigning LC Participant would have otherwise been entitled to receive
          in
          respect of the participation interest so sold.
  (c)           This
          Agreement and any Conduit Purchaser’s rights and obligations herein (including
          ownership of the Purchased Interest or an interest therein) shall be assignable,
          in




32  *STRATEGIC
      ENERGY
      - RPA*











whole
      or
      in part, by any Conduit Purchaser and its successors and assigns with the prior
      written consent of the Administrator and the Seller; provided,
however, that such consent by the Seller and the Administrator shall
      not
      be unreasonably withheld; and providedfurther, that no such
      consent by the Seller shall be required if the assignment is made during the
      continuance of a Termination Event or to PNC, any Affiliate of PNC (other than
      a
      director or officer of PNC), any Purchaser or other Program Support Provider
      or
      any Person that is:  (i) in the business of issuing Notes and (ii)
      associated with or administered by PNC or any Affiliate of PNC.  Each
      assignor may, in connection with the assignment, disclose to the applicable
      assignee (that shall have agreed to be bound by Section 5.6) any
      information relating to the Servicer, the Seller or the Pool Receivables
      furnished to such assignor by or on behalf of the Servicer, the Seller, any
      Conduit Purchaser or the Administrator.  Any Conduit Purchaser shall
      give prior written notice of any assignment of such Conduit Purchaser’s rights
      and obligations (including ownership of the Purchased Interest to any Person
      other than a Program Support Provider).




(d)           Any
      Conduit Purchaser may at any time grant to one or more Liquidity Providers
      party
      to the Liquidity Agreement, or to any other Program Support Provider,
      participating interests in the Purchased Interest.  In the event of
      any such grant by a Conduit Purchaser of a participating interest to a Liquidity
      Provider or other Program Support Provider, such Conduit Purchaser shall remain
      responsible for the performance of its obligations hereunder.  Subject
      to the limitations set forth in Section 6.3(i), the Seller agrees that
      each Liquidity Provider or other Program Support Provider shall be entitled
      to
      the benefits of Sections 1.7 and 1.8.




(e)           This
      Agreement and the rights and obligations of the Administrator, the LC Bank,
      each
      LC Participant and the Purchaser Agents hereunder shall be assignable, in whole
      or in part, by the Administrator, the LC Bank, each LC Participant and the
      Purchaser Agents, as the case may be, and their respective successors and
      assigns, with the consent of the Seller; provided, however, that the Seller’s
      consent shall not be required if a Termination Event has occurred and is
      continuing at the time of such assignment.




(f)           Except
      as provided in Section 4.1(d), none of the Seller, Strategic Energy or
      the Servicer may assign its rights or delegate its obligations hereunder or
      any
      interest herein without the prior written consent of the
      Administrator.




(g)           Without
      limiting any other rights that may be available under applicable law, rule
      or
      regulation, the rights of any Purchaser and each Program Support Provider may
      be
      enforced through it or by its Purchaser Agent or, in the case of a Program
      Support Provider, the Purchaser Agent of the related Purchaser.




(h)           If
      required by the Administrator or any Purchaser Agent or to maintain the ratings
      of any Conduit Purchaser, each Assumption Agreement or other assignment and
      acceptance agreement must be accompanied by an opinion of counsel of the
      assignee as to such matters as the Administrator or such Purchaser Agent may
      reasonably request.




(i)           Notwithstanding
      anything herein to the contrary, no Affected Person may assign, transfer or
      otherwise dispose of any or all of its rights or obligations to any person
      that
      is not a U.S. person within the meaning of Section 7701(a)(30) of the Internal
      Revenue Code of 1986, as amended, without the consent of Seller (such consent
      not to be unreasonably withheld).  In the







33 *STRATEGIC
      ENERGY
      - RPA*





event
      that any such assignment, transfer or other disposition is made without the
      Seller’s consent, such assignee, transferee or successor shall not be entitled
      to any additional amounts for any taxes, as set forth in Section 1.8,
      from Seller.




Section
      6.4       Costs, Expenses and
      Taxes.




(a)           In
      addition to the rights of indemnification granted under Sections 1.19 and
3.1, the Seller agrees to pay on demand all reasonable costs and
      expenses
      in connection with the preparation, execution, delivery and administration
      (including periodic internal audits of Pool Receivables by the Administrator,
      or
      by third parties at the direction of the Administrator, provided that the Seller
      shall not pay for more than one audit per year unless a Termination Event has
      occurred and is continuing) of this Agreement, the other Transaction Documents
      and the other documents and agreements to be delivered hereunder (and all
      reasonable costs and expenses in connection with any amendment, waiver or
      modification of any thereof), including:  (i) Attorney Costs for the
      Administrator, the Purchasers and their respective Affiliates and agents with
      respect thereto and with respect to advising the Administrator, the Purchasers
      and their respective Affiliates and agents as to their rights and remedies
      under
      this Agreement and the other Transaction Documents, and (ii) all reasonable
      costs and expenses (including Attorney Costs), if any, of the Administrator,
      the
      Purchasers and their respective Affiliates and agents in connection with the
      enforcement of this Agreement and the other Transaction Documents; provided,
      however, that Attorney Costs incurred other than with respect to clauses (i)
      or
      (ii) above shall be limited to such Attorney Costs of only one outside counsel
      to the Administrator and the Purchaser Groups.




(b)           In
      addition, the Seller shall pay on demand any and all stamp, franchise and other
      taxes and fees payable in connection with the execution, delivery, filing and
      recording of this Agreement or the other documents or agreements to be delivered
      hereunder, and agrees to save each Indemnified Party harmless from and against
      any liabilities with respect to or resulting from any delay in paying or
      omission to pay such taxes and fees (it being understood and agreed that this
      Section 6.4(b) shall exclude taxes imposed on the overall or branch
      pre-tax net income of each such Person, and franchise taxes imposed on each
      such
      Person, by the jurisdiction under the laws of which such Person is organized
      or
      otherwise is considered doing, or having done, business (unless such Person
      would not be considered doing, or having done, business in such jurisdiction,
      but for having entered into, or engaged in the transactions in connection with,
      this Agreement or any other Transaction Document) or a political subdivision
      thereof).




Section
      6.5       No Proceedings; Limitation on
      Payments.




(a)           Each
      of the Seller, Strategic Energy, the Servicer, the Administrator, the LC Bank,
      each LC Participant, each other Purchaser, each Purchaser Agent and each
      assignee of any Purchased Interest or any interest therein, and each Person
      that
      enters into a commitment to purchase the Purchased Interest or interests
      therein, hereby covenants and agrees that it will not institute against, or
      join
      any other Person in instituting against, any Conduit Purchaser or Purchaser
      Agent any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceeding, or other proceeding under any federal or state bankruptcy or similar
      law, for one year and one day after the latest maturing Note issued by all
      Conduit Purchasers is paid in full.  Each party hereto agrees that it
      will not institute against, or join any other Person in instituting







34 ***STRATEGIC
      ENERGY - RPA*





against,
      the Seller any bankruptcy, reorganization, arrangement, insolvency or
      liquidation proceeding, or other proceeding under any federal or state
      bankruptcy or similar law, for one year and one day after which all other
      indebtedness and other obligations of the Seller hereunder and under each other
      Transaction Document shall have been paid in full; provided,
however, that the Administrator may take any such action with the
      prior
      written consent of the Majority Purchaser Agents and the LC Bank.




(b)           Notwithstanding
      any provisions contained in this Agreement to the contrary, no Conduit Purchaser
      shall pay or be obligated to pay any amount payable by it pursuant to this
      Agreement or any other Transaction Document unless (i) such Conduit Purchaser
      has received funds which may be used to make such payment and which are not
      required to repay the Notes when due and (ii) after giving effect to such
      payment, either (x) such Conduit Purchaser could issue Notes to refinance all
      of
      its outstanding Notes (assuming such outstanding Notes matured at such time)
      in
      accordance with the program documents governing such Conduit Purchaser’s
      securitization program or (y) all of its Notes are paid in full.  Any
      amount which such Conduit Purchaser does not pay pursuant to the operation
      of
      the preceding sentence shall not constitute a claim (as defined in §101 of the
      Bankruptcy Code) against or company obligation of such Conduit Purchaser for
      any
      such insufficiency unless and until such Conduit Purchaser satisfies the
      provisions of clauses (i) and (ii) above.




The
      provisions of this Section 6.5 shall survive any termination of this
      Agreement.




Section
      6.6       Confidentiality.




Each
      of
      the Seller and the Servicer agrees to maintain the confidentiality of this
      Agreement and the other Transaction Documents (and all drafts thereof) and
      that
      certain Summary of Terms and Conditions, dated July 30, 2007 in communications
      with third parties and otherwise; provided, that this Agreement may be
      disclosed to:  (a) any Affiliate of the Seller or the Servicer or any
      officers, directors, members, managers, employees or outside accountants,
      auditors or attorneys of such Person if they agree to hold it confidential,
      (b)
      any potential financing providers of or investors in the Servicer or any
      Originator if they agree to hold it confidential pursuant to a written agreement
      of confidentiality in form and substance reasonably satisfactory to the
      Administrator, (c) each of Strategic Energy’s, the Seller’s and the Servicer’s
      legal counsel and auditors if such legal counsel and auditors agree to hold
      it
      confidential, and (d) as otherwise required by applicable law, rules or
      regulations, provided prior notice is given to the Seller.  Unless
      otherwise required by applicable law, rules or regulations, each of the
      Administrator, the Purchaser Agents and the Purchasers agrees to maintain the
      confidentiality of non-public financial information regarding Strategic Energy
      and its Subsidiaries and Affiliates; provided, that such information may
      be disclosed to:  (i) any Affiliate of the Administrator, any
      Purchaser Agent or any Purchaser or any officers, directors, members, managers,
      employees or outside accountants, auditors or attorneys of such Person if they
      agree to hold it confidential, (ii) any potential assignees and participants
      if
      they agree to hold it confidential, (iii) legal counsel and auditors of any
      Purchaser Agent, any Purchaser or the Administrator if they agree to hold it
      confidential, (iv) the rating agencies rating the Notes, (v) any Program Support
      Provider or potential Program Support Provider if they agree to hold it
      confidential, (vi) any placement agent placing the Notes and (vii) any
      regulatory authorities having jurisdiction over PNC, any Purchaser Agent, any
      Purchaser, any Program Support Provider or any Purchaser.







35*STRATEGIC
      ENERGY - RPA*





Section
      6.7       GOVERNING LAW AND
      JURISDICTION.




(a)           THIS
      AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS
      OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS
      OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
      OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE VALIDITY
      OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY
      PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
      THE
      STATE OF NEW YORK.




(b)           ANY
      LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN
      THE
      COURTS OF NEW YORK COUNTY, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
      DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
      OF
      THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
      THE
      NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE PARTIES
      HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY
      OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
      GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE
      BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
      AGREEMENT OR ANY DOCUMENT RELATED HERETO.  EACH OF THE PARTIES HERETO
      WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
      SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.




Section
      6.8       Execution in
      Counterparts.




This
      Agreement may be executed in any number of counterparts, each of which, when
      so
      executed, shall be deemed to be an original, and all of which, when taken
      together, shall constitute one and the same agreement.




Section
      6.9       Survival of Termination;
      Non-Waiver.




The
      provisions of Sections 1.7, 1.8, 1.18, 1.19,
3.1, 3.2, 6.3(i), 6.4, 6.5, 6.6,
      6.7, 6.10 and 6.13 shall survive any termination of this
      Agreement.  Neither the Servicer nor any other Person may waive a
      breach of Exhibit III, Section 1(g) or 1(j) or Exhibit
      IV, Section 1(d) or 2(i) of this Agreement for so long as the
      Notes are outstanding.




Section
      6.10     WAIVER OF JURY TRIAL.




EACH
      OF
      THE PARTIES HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
      OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT
      OR
      THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER
      LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY
      OR
      PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR
      OTHERWISE.  EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM
      OR







36 *STRATEGIC
      ENERGY
      - RPA*





CAUSE
      OF
      ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT
      LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS
      RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
      6.10 AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE
      OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR
      ANY
      PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
      AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
      AGREEMENT.




Section
      6.11      Entire Agreement.




This
      Agreement and the other Transaction Documents embody the entire agreement and
      understanding between the parties hereto, and supersede all prior or
      contemporaneous agreements and understandings of such Persons, verbal or
      written, relating to the subject matter hereof and thereof.




Section
      6.12      Headings.




The
      captions and headings of this Agreement and any Exhibit, Schedule or Annex
      hereto are for convenience of reference only and shall not affect the
      interpretation hereof or thereof.




Section
      6.13      Purchasers’ and Purchaser Agents’
Liabilities.




The
      obligations of each Purchaser and Purchaser Agent under the Transaction
      Documents are solely the obligations of such Purchaser or Purchaser
      Agent.  No recourse shall be had for any obligation or claim arising
      out of or based upon any Transaction Document against any stockholder, employee,
      officer, director, organizer or incorporator of any Purchaser or Purchaser
      Agent; provided, however, that this Section shall not relieve any
      such Person of any liability it might otherwise have for its own gross
      negligence or willful misconduct.




Section
      6.14      Sharing of
      Recoveries.




Each
      Purchaser agrees that if it receives any recovery, through set-off, judicial
      action or otherwise, on any amount payable or recoverable hereunder in a greater
      proportion than should have been received hereunder or otherwise inconsistent
      with the provisions hereof, then the recipient of such recovery shall purchase
      for cash an interest in amounts owing to the other Purchasers (as return of
      Capital or otherwise), without representation or warranty except for the
      representation and warranty that such interest is being sold by each such other
      Purchaser free and clear of any Adverse Claim created or granted by such other
      Purchaser, in the amount necessary to create proportional participation by
      the
      Purchaser in such recovery.  If all or any portion of such amount is
      thereafter recovered from the recipient, such purchase shall be rescinded and
      the purchase price restored to the extent of such recovery, but without
      interest.




Section
      6.15      Intercreditor
      Agreement.




Each
      of
      the Purchasers and the Purchaser Agents hereby authorizes the Administrator
      to
      enter into the Intercreditor Agreement and agrees to be bound by the provisions
      thereof.  The Administrator shall be authorized to make any amendment,
      waiver, permit, consent or approval







37 *STRATEGIC
      ENERGY
      - RPA*





with
      respect to the Intercreditor Agreement in its sole discretion, subject to the
      consent of the Purchaser Agents, and any such amendment, waiver, permit, consent
      or approval shall be binding upon each of the Purchasers and the Purchaser
      Agents.




Section
      6.16      Payments to Non-Lock-Box
      Accounts.




Notwithstanding
      anything to the contrary herein or in the Sale Agreement or the Lock-Box
      Agreement, solely to the extent that any payments with respect to Receivables
      (including any Collections or other proceeds of such Receivables) are credited
      to or deposited into any account set forth on Schedule VII hereto (the
“Non-Lock-Box Accounts”) within ninety (90) days following the Closing
      Date, so long as the Seller or the Servicer redirects all such amounts to a
      Lock-Box Account within one (1) Business Day after the crediting or depositing
      of such amount into such Non-Lock-Box Account, the Administrator, each Purchaser
      Agent and each Purchaser hereby consents to the departure from all
      representations, warranties and covenants by the Seller and the Servicer solely
      in respect of the credit to or deposit into a Non-Lock-Box Account of any such
      amounts.  The temporary consent to departure from such
      representations, warranties and covenants by the Seller and the Servicer
      provided for in this Section 6.16 shall automatically terminate on the
      91st day
      following the Closing Date.




**[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]**









STRATEGIC
      ENERGY
      - RPA







**IN
      WITNESS WHEREOF,**the parties have caused this Agreement to be executed
      by their respective officers thereunto duly authorized, as of the date first
      above written.




**SELLER:**
            **STRATEGIC
                RECEIVABLES, LLC**
              
              
              By:
                /s/ Andrew J. Washburn
              Name:
                Andrew J.
                Washburn
              Title:   PresidentAddress:
            Two
                Gateway Center
              Pittsburgh,
                PA 15222-1458Attention:
            Andrew
                J. WashburnTelephone:
            (412)
                258-2188Facsimile:
            (412)
                258-2199**INITIAL
                SERVICER:**
            **STRATEGIC
                ENERGY, L.L.C.**
              
              
              By:
                /s/ Brian M. Begg
              Name:
                Brian M.
                Begg
              Title:    VP,
                Corporate Development & FinanceAddress:
            Two
                Gateway Center
              Pittsburgh,
                PA 15222-1458Attention:
            Brian
                M. BeggTelephone:
            (412)
                394-6267Facsimile:
            (412)
                394-6664
















STRATEGIC
      ENERGY
      - RPA











**CONDUIT
                PURCHASERS:**
            **MARKET
                STREET**
              **FUNDING
                LLC**
              
              
              By:
                /s/ Doris J. Hearn
              Name:
                Doris J.
                Hearn
              Title:  Vice
                PresidentAddress:
            Market
                Street Funding LLC
              c/o
                AMACAR Group, LLC
              6525
                Morrison Boulevard, Suite 318
              Charlotte,
                North Carolina 28211Attention:
            Doug
                JohnsonTelephone:
            704-365-0569Facsimile:
            704-365-1362With
                a copy to:PNC
                Bank, National Association
              One
                PNC Plaza, 26th floor
              249
                Fifth Avenue
              Pittsburgh,
                PA 15222Attention:
            Bill
                FalconTelephone:
            412-762-5442Facsimile:
            412-762-9184Commitment:
            $112,500,000









** STRATEGIC
      ENERGY - RPA











**FIFTH
                THIRD BANK**
              
              
              By:
                /s/ Andrew D. Jones
              Name:
                Andrew D.
                Jones
              Title:
                Assistant Vice
                PresidentAddress:
            Fifth
                Third Bank
              38
                Fountain Square Plaza,
              MD
                109047
              Cincinnati,
                Ohio 45263
              Attention:
                Andrew D. Jones
              Telephone
                No.:(513) 534-0836
              Facsimile
                No.: (513) 534-0319With
                a copy to its Purchaser AgentCommitment:
            $62,500,000











STRATEGIC
      ENERGY
      - RPA











**ADMINISTRATOR
                AND PURCHASER AGENT FOR MARKET STREET:**
            **PNC
                BANK, NATIONAL ASSOCIATION**
              
              
              By:
                /s/ William P. Falcon
              Name:
                William P.
                Falcon
              Title:  Vice
                PresidentAddress:
            PNC
                Bank, National Association
              One
                PNC Plaza, 26th floor
              249
                Fifth Avenue
              Pittsburgh,
                PA 15222Attention:
            Bill
                FalconTelephone:
            412-762-5442Facsimile:
            412-762-9184





**PURCHASER
                AGENT FOR FIFTH THIRD BANK:**
            **FIFTH
                THIRD BANK**
              
              
              By:
                /s/ Andrew D. Jones
              Name:
                Andrew D.
                Jones
              Title:  Assistant
                Vice PresidentAddress:
            Fifth
                Third Bank
              38
                Fountain Square Plaza,
              MD109047
              Cincinnati,
                Ohio 45263Attention:
            Tausha
                BushTelephone:
            (513)
                534-6235Facsimile:
            (513)
                534-0875













S-4  *STRATEGIC
      ENERGY
      - RPA*





**LC
      BANK/LC
      PARTICIPANTS:                                                                                     PNC
      BANK, NATIONAL ASSOCIATION,**


as
      the LC Bank and as an LC
      Participant








By:
      /s/ Thomas A.
      Majeski


Name:  Thomas
      A. Majeski


Title:    Vice
      President





Address:
            One
                PNC Plaza, 26th floor249
                Fifth AvenuePittsburgh,
                PA 15222Attention:
            Thomas
                MajeskiTelephone:
            412-762-2431Facsimile:
            412-762-4718Commitment:
            $112,500,000Pro-Rata
                Share:
            64.29%







FIFTH
      THIRD
      BANK,  as
      the LC Bank and as an LC
      Participant








By:
      /s/ Andrew D.
      Jones


Name:  Andrew D. Jones


Title:    Vice
      President


Address:
              38
                  Fountain Square Plaza,MD
                  109047Cincinnati,
                  Ohio 45263Attention:
              Tausha
                  BushTelephone:
              (513)
                  534-6235Facsimile:
              (513)
                  534-0875Commitment:
              $62,500,000Pro-Rata
                  Share:
              35.71%
























STRATEGIC
      ENERGY
      - RPA





**EXHIBIT
      I**




**DEFINITIONS**




As
      used
      in the Agreement (including its Exhibits, Schedules and Annexes), the following
      terms shall have the following meanings (such meanings to be equally applicable
      to both the singular and plural forms of the terms defined).  Unless
      otherwise indicated, all Section, Annex, Exhibit and Schedule references in
      this
      Exhibit are to Sections of and Annexes, Exhibits and Schedules to the
      Agreement.




“Administrator”
      has the meaning set forth in the preamble to the Agreement.




“Adverse
      Claim” means (i) a lien, security interest or other charge or encumbrance, or
      any other type of preferential arrangement; it being understood that any
      thereof in favor of, or assigned to, any Purchaser Agent, Purchaser or the
      Administrator (for the benefit of such Purchaser Agent or Purchaser) or PNC
      shall not constitute an Adverse Claim, or, (ii) when used in connection with
      a
      Receivable or Collections or Related Rights with respect to a Receivable, a
      claim or contention by or on behalf of a representative of the estate of any
      Originator which may be created under § 541 of the Bankruptcy Code that a
      Receivable generated by such Originator (or Collections or Related Rights with
      respect to such Receivable) which has been purchased or accepted as a
      contribution by the Seller from such Originator pursuant to the Sale Agreement
      constitutes property of such estate or that the transfer of such Receivable
      (or
      Collections or Related Rights with respect to such Receivable) should be avoided
      under § 544 or 548 of the Bankruptcy Code.




“Affected
      Person” has the meaning set forth in Section 1.7 of the
      Agreement.




“Affiliate”
      means, as to any Person:  (a) any Person that, directly or indirectly,
      is in control of, is controlled by or is under common control with such Person,
      or (b) who is a director or officer:  (i) of such Person or (ii) of
      any Person described in clause (a), except that, with respect to any
      Purchaser, Affiliate shall mean the holder(s) of its capital stock or membership
      interests, as the case may be; provided, however, that Kansas City
      Power & Light shall be deemed not to be an Affiliate.  For
      purposes of this definition, control of a Person shall mean the power, direct
      or
      indirect:  (x) to vote 25% or more of the securities having ordinary
      voting power for the election of directors or managers of such Person, or (y)
      to
      direct or cause the direction of the management and policies of such Person,
      in
      either case whether by ownership of securities, contract, proxy or
      otherwise.




“Agreement”
      has the meaning set forth in the preamble to the Agreement.




“Assumption
      Agreement” means an agreement substantially in the form acceptable to the
      Administrator.




“Alternate
      Rate” for any Settlement Period for any Portion of Capital of the Purchased
      Interest means an interest rate per annum equal to:  (a) 2.25% per
      annum above the Euro-Rate for such Settlement Period; provided,
however, that if (x) it shall become unlawful for any Purchaser or
      Program Support Provider to obtain funds in the London interbank eurodollar
      market in order to make, fund or maintain any Purchased Interest, or if such
      funds shall not be reasonably available to any Purchaser or Program Support
      Provider, or (y) there shall not be at least two







I-1  *STRATEGIC
      ENERGY
      - RPA*





Business
      Days prior to the commencement of an applicable Settlement Period to determine
      a
      Euro-Rate in accordance with its terms, then the “Alternate Rate” shall be equal
      to the Base Rate in effect for each day during the remainder of such Settlement
      Period or (b) if requested by the Seller the Base Rate for such Settlement
      Period; provided, however, that the “Alternate Rate” for any day
      while a Termination Event exists shall be an interest rate equal to 2.00% per
      annum above the Base Rate in effect on such day.




“Attorney
      Costs” means and includes all reasonable fees and disbursements of any law firm
      or other external counsel.




“Bankruptcy
      Code” means the United States Bankruptcy Reform Act of 1978 (11
      U.S.C.  § 101, et seq.), as amended from time to time.




“Base
      Rate” means, for any day, (i) in the case of Market Street, the Market Street
      Base Rate, and (ii) in the case of each other Conduit Purchaser, the rate set
      forth as the Base Rate for such Conduit Purchaser in the related Fee
      Letter.




“Base
      Rate Portion of Capital” shall mean a Portion of Capital, the Discount with
      respect to which is calculated at a perannum rate based on the
      interest rate determined by reference to the Base Rate.




“BBA”
      means the British Bankers’ Association.




“Benefit
      Plan” means any employee benefit pension plan as defined in Section 3(2) of
      ERISA in respect of which the Seller, any Originator, Strategic Energy or any
      ERISA Affiliate is, or at any time during the immediately preceding six years
      was, an “employer” as defined in Section 3(5) of ERISA.




“Business
      Day” means any day (other than a Saturday or Sunday) on which:  (a)
      banks are not authorized or required to close in New York City, New York or
      Pittsburgh, Pennsylvania and (b) if this definition of “Business Day” is
      utilized in connection with the Euro-Rate, dealings are carried out in the
      London interbank market.




“Capital”
      means, with respect to any Purchaser, the aggregate amounts paid to the Seller
      pursuant to Section 1.1(a) or Section 1.1(b) and the aggregate
      amount of all unreimbursed draws deemed to be Funded Purchases pursuant to
      the
      Agreement (including Section 1.2(e)), or such amount divided or combined
      in order to determine the Discount applicable to any Portion of Capital, in
      each
      case reduced from time to time by Collections distributed and applied on account
      of such Capital pursuant to Section 1.4(d)of the Agreement;
provided, that if such Capital shall have been reduced by any
      distribution, and thereafter all or a portion of such distribution is rescinded
      or must otherwise be returned for any reason, such Capital shall be increased
      by
      the amount of such rescinded or returned distribution as though it had not
      been
      made.




“Change
      in Control” means that (a) Strategic Energy, ceases to own, directly or
      indirectly, 100% of the membership interests of the Seller free and clear of
      all
      Adverse Claims, or (b) Strategic Energy ceases to own, directly or indirectly,
      100% of the membership interests or capital stock, as the case may be, of the
      Originators, free and clear of all Adverse Claims.







I-2  *STRATEGIC
      ENERGY
      - RPA*





“Closing
      Date” means October 3, 2007.




“Collections”
      means, with respect to any Pool Receivable:  (a) all funds that are
      received by any Originator, the Seller or the Servicer in payment of any amounts
      owed in respect of such Receivable (including purchase price, finance charges,
      interest and all other charges), or applied to amounts owed in respect of such
      Receivable (including insurance payments and net proceeds of the sale or other
      disposition of repossessed goods or other collateral or property of the related
      Obligor or any other Person directly or indirectly liable for the payment of
      such Pool Receivable and available to be applied thereon), (b) all amounts
      deemed to have been received pursuant to Section 1.4(e) of the Agreement
      and (c) all other proceeds of such Pool Receivable.




“Commitment”
      shall mean, (i) as to a Conduit Purchaser, that dollar amount set forth as
      the “Commitment” under its name on the signature pages to the Agreement, (ii) as
      to any LC Participant, its commitment to make participation advances and/or
      share in draws, in each case, under Letters of Credit up to that dollar amount
      set forth as the “Commitment” under its name on the signature pages to the
      Agreement or in the Assumption Agreement pursuant to which it became a
      Purchaser, as such amount may be modified in connection with any subsequent
      assignment and (iii) as to the LC Bank, its commitment to issue or cause the
      issuance of Letters of Credit up to that dollar amount set forth as the
“Commitment” under its name on the signature pages to the Agreement (or, as
      applicable, set forth in any amendment thereto or set forth in any assignment
      agreement entered into pursuant to Section 6.3 as such dollar amount may
      be reduced pursuant to Section 1.1(c) of the Agreement); provided,
however, that if any Person is a Conduit Purchaser and an
      LC Participant,
      such Person’s Commitment shall not exceed the greater of (x) the Commitment set
      forth under its name on the signature pages to the Agreement in such Person’s
      capacity as Conduit Purchaser and (y) the Commitment set forth under its name
      on
      the signature pages to the Agreement in such Person’s capacity as LC
      Participant; provided, further, that the aggregate Commitments of
      all Purchasers in a Purchaser Group shall not exceed the Commitment set forth
      under such Purchaser Group’s Conduit Purchaser’s name on the signature pages to
      the Agreement; and “Commitments” shall mean the aggregate commitments of the LC
      Participants to make participating advances in the Letters of Credit up to
      the
      Purchase Limit (or, if less, the amount permitted under Section
      1.1(b)).




“Company
      Note” has the meaning set forth in Section 3.1 of the Sale
      Agreement.




“Concentration
      Percentage” means:  (a) for any Group A Obligor, 10.0%, (b) for any
      Group B Obligor, 10.0%, (c) for any Group C Obligor 5.0% and (d) for any Group
      D
      Obligor, 2.5%.




“Concentration
      Reserve” means, at any time, the product of:  (a) the Capital plus the
      LC Participation Amount, at such time multiplied by (b)(i) the Concentration
      Reserve Percentage, divided by (ii) 1 minus the Concentration Reserve
      Percentage.




“Concentration
      Reserve Percentage” means, at any time the following expressed as a percentage
      (as opposed to a fraction), (a) the largest of the following:  (i) the
      sum of four largest Group D Obligor Receivables balances (up to the
      Concentration Percentage for each Obligor), (ii) the sum of the two largest
      Group C Obligor Receivables balances (up to the Concentration Percentage for
      each Obligor) and (iii) the largest Group B Obligor Receivables balances (up
      to







I-3  *STRATEGIC
      ENERGY
      - RPA*





the
      Concentration Percentage for each Obligor) or Group A Obligor Receivables
      balances (up to the Concentration Percentage for each Obligor), divided by
      (b)
      Eligible Receivables.




“Conduit
      Purchaser” has the meaning set forth in the preamble to the
      Agreement.




“Contract”
      means, with respect to any Receivable, any and all contracts, instruments,
      agreements, leases, invoices, notes or other writings pursuant to which such
      Receivable arises or that evidence such Receivable or under which an Obligor
      becomes or is obligated to make payment in respect of such
      Receivable.




“CP
      Rate”
for any Settlement Period for any Portion of Capital means (i) in the case
      of
      Market Street, a rate calculated by the Administrator equal to:  (a)
      the rate (or if more than one rate, the weighted average of the rates) at which
      Notes of Market Street on each day during such period have been outstanding;
      provided, that if such rate(s) is a discount rate(s), then the CP Rate
      shall be the rate (or if more than one rate, the weighted average of the rates)
      resulting from converting such discount rate(s) to an interest-bearing
      equivalent rate plus (b) the commissions and charges charged by such placement
      agent or commercial paper dealer with respect to such Notes, expressed as a
      percentage of the face amount of such Notes and converted to an interest-bearing
      equivalent rate per annum, and (ii) in the case of each other Conduit Purchaser,
      the rate set forth as the CP Rate for such Conduit Purchaser in the related
      Fee
      Letter.  Notwithstanding the foregoing, the “CP Rate” for any day
      while a Termination Event exists shall be an interest rate equal to 2.00% above
      the Base Rate in effect on such day.




“Credit
      Agreement” means that certain Credit Agreement, dated on or about October 3,
      2007, among Strategic Energy, the lenders and guarantors party thereto and
      PNC,
      as administrative agent thereunder, as amended, restated, supplemented or
      otherwise modified from time to time.




“Credit
      and Collection Policy” means, as the context may require, those receivables
      credit and collection policies and practices of the Originators in effect on
      the
      date of the Agreement and described in Schedule I to the Agreement, as
      modified in compliance with the Agreement.




“Cut-off
      Date” has the meaning set forth in Section 1.1(a) of the Sale
      Agreement.




“Days’
      Sales Outstanding” means, at any time, an amount computed as of the last day of
      each calendar month equal to:  (a) the average of the Outstanding
      Balance of all Pool Receivables as of the last day of each of the three most
      recent calendar months ended on the last day of such calendar month divided
      by
      (b)(i) the aggregate credit sales made by the Originators during the three
      calendar months ended on or before the last day of such calendar month divided
      by (ii) 90.




“Debt”
      means (a) indebtedness for borrowed money, (b) obligations evidenced by bonds,
      debentures, notes or other similar instruments, (c) obligations to pay the
      deferred purchase price of property or services (it being understood that,
      with
      respect to the Servicer or any Originator, any such obligation which is less
      than ninety-one (91) days deferred shall not constitute “Debt”), (d) obligations
      as lessee under leases that shall have been or should be, in accordance with
      generally accepted accounting principles, recorded as capital leases, and (e)
      obligations under







I-4  *STRATEGIC
      ENERGY
      - RPA*





direct
      or
      indirect guaranties in respect of, and obligations (contingent or otherwise)
      to
      purchase or otherwise acquire, or otherwise to assure a creditor against loss
      in
      respect of, indebtedness or obligations of others of the kinds referred to
      in
clauses (a) through (d).




“Default
      Ratio” means the ratio (expressed as a percentage and rounded to the nearest
      1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day
      of
      each calendar month by dividing:  (a) the aggregate Outstanding
      Balance of all Pool Receivables that became Defaulted Receivables during such
      month, by (b) the aggregate credit sales made by the Originators during the
      month that is seven calendar months before such month.




“Defaulted
      Receivable” means a Receivable:




(a)           as
      to which any payment, or part thereof, remains unpaid for more than 120 days
      from the original due date for such payment (which shall be determined without
      regard to any credit memos or credit balances available to the Obligor),
      or




(b)           without
      duplication (i) as to which an Insolvency Proceeding shall have occurred with
      respect to the Obligor thereof or any other Person obligated thereon or owning
      any Related Security with respect thereto, or (ii) that has been written off
      the
      Seller’s books as uncollectible.




“Delinquency
      Ratio” means the ratio (expressed as a percentage and rounded to the nearest
      1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day
      of
      each calendar month by dividing:  (a) the aggregate Outstanding
      Balance of all Pool Receivables that were Delinquent Receivables on such day
      by
      (b) the aggregate Outstanding Balance of all Pool Receivables on such
      day.




“Delinquent
      Receivable” means a Receivable as to which any payment, or part thereof, remains
      unpaid for more than 60 days from the original due date for such
      payment.




“Dilution
      Horizon” means, for any calendar month, the ratio (expressed as a percentage and
      rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward)
      computed as of the last day of such calendar month of:  (a) the
      aggregate credit sales made by the Originators during the two most recent
      calendar months to (b) the Net Receivables Pool Balance at the last day of
      the
      most recent calendar month.




“Dilution
      Ratio” means the ratio (expressed as a percentage and rounded to the nearest
      1/100th of 1%, with 5/1000th of 1% rounded upward), computed as of the last
      day
      of each calendar month by dividing:  (a) the aggregate amount of
      payments required to be made by the Seller pursuant to Section 1.4(e)(i)
      of the Agreement during such calendar month by (b) the aggregate credit sales
      made by the Originators during the month that is one month prior to the current
      calendar month.




“Dilution
      Reserve” means, on any date, an amount equal to:  (a) the sum of the
      Capital plus the LC Participation Amount at the close of business of the Seller
      on such date multiplied by (b) (i) the Dilution Reserve Percentage on such
      date,
divided by (ii) 100% minus the Dilution Reserve Percentage on such
      date.







I-5  *STRATEGIC
      ENERGY
      - RPA*





“Dilution
      Reserve Percentage” means on any date, the following expressed as a percentage
      (as opposed to a fraction):  the product of (i) the Dilution Horizon
multipliedby (ii) the sum of (x) 2.00 times the average of the
      Dilution Ratio for the twelve most recent calendar months and (y) the Spike
      Factor.




“Discount”
      means with respect to any Purchaser:




(a)           for
      the Portion of Capital for any Settlement Period to the extent such Conduit
      Purchaser will be funding such Portion of Capital during such Settlement Period
      through the issuance of Notes:




CPR
      x C x
      ED/360




(b)           for
      the Portion of Capital for any Settlement Period to the extent such Purchaser
      will not be funding such Portion of Capital during such Settlement Period
      through the issuance of Notes or, if the LC Bank and/or any LC Participant
      has
      made or has been deemed to have made a Funded Purchase, in connection with
      any
      drawing under a Letter of Credit that has not been reimbursed, which accrues
      Discount pursuant to Section 1.2(e) of the Agreement:




AR
      x C x
      ED/Year + TF




where:




AR  =
            the
                Alternate Rate for the Portion of Capital for such Settlement Period
                with
                respect to such Purchaser,




C  =
            the
                Portion of Capital during such Settlement Period with respect to
                such
                Purchaser,




CPR
                =
            the
                CP Rate for the Portion of Capital for such Settlement Period with
                respect
                to such Purchaser,




ED  =
            the
                actual number of days during such Settlement
                Period,




Year
                =
            if
                such Portion of Capital is funded based upon:  (i) the
                Euro-Rate, 360 days, and (ii) the Base Rate, 365 or 366 days, as
                applicable, and




TF  =
            the
                Termination Fee, if any, for the Portion of Capital for such Settlement
                Period with respect to such
                Purchaser;




provided,
      that no provision of the Agreement shall require the payment or permit the
      collection of Discount in excess of the maximum permitted by applicable law;
      and
providedfurther, that Discount for the Portion of Capital shall
      not be considered paid by any distribution to the extent that at any time all
      or
      a portion of such distribution is rescinded or must otherwise be returned for
      any reason.




“Drawing
      Date” has the meaning set forth in Section 1.14 of the
      Agreement.







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      ENERGY
      - RPA*





“Eligible
      Assignee” means any bank or financial institution whose lending office is in the
      United States or is doing business in the United States and that is acceptable
      to the LC Bank and the Administrator.




“Eligible
      Receivable” means, at any time, a Pool Receivable:




(a)           the
      Obligor of which is (i) a United States resident, (ii) not a government or
      a
      governmental subdivision or department, affiliate or agency other than the
      United States or a governmental subdivision or department, affiliate or agency
      of the United States, (iii) not subject to any action of the type described
      in
paragraph (f) of Exhibit V to the Agreement and (iv) not an
      Affiliate of Strategic Energy or any other Originator;




(b)           that
      is denominated and payable only in U. S. dollars in the United States to a
      Lockbox Account;




(c)           that
      does not have a stated maturity which is more than 45 days after the original
      invoice date of such Receivable;




(d)           that
      arises under a duly authorized Contract for the sale and delivery of goods
      or
      services in the ordinary course of the related Originator’s
      business;




(e)           that
      arises under a duly authorized Contract that is in full force and effect and
      that is a legal, valid and binding obligation of the related Obligor,
      enforceable against such Obligor in accordance with its terms;




(f)           that
      conforms in all material respects with all applicable laws, rulings and
      regulations in effect, and the transfer of which does not violate any applicable
      law, rule or regulation in effect;




(g)           that
      is not the subject of any default, dispute, offset, hold back defense, Adverse
      Claim, litigation or other claim;




(h)           that
      satisfies all applicable requirements of the applicable Credit and Collection
      Policy, (including, without limitation, the origination thereof);




(i)           that
      has not been modified, waived or restructured since its creation, except as
      permitted pursuant to Section 4.2of the Agreement;




(j)           in
      which the Seller owns good and marketable title, free and clear of any Adverse
      Claims (other than Permitted Liens), and that is freely assignable by the Seller
      (including without any consent of the related Obligor) and the representations
      and warranties with respect to such Receivable set forth in Section 2.1
      and clause (1)(g) of Exhibit III are true;




(k)           for
      which the Administrator, for the benefit of the Purchasers, shall have a valid
      and enforceable undivided variable percentage ownership or security interest,
      to
      the extent of the Purchased Interest, and a valid and enforceable first priority
      perfected







I-7  *STRATEGIC
      ENERGY
      - RPA*





security
      interest therein and in the Related Security and Collections with respect
      thereto, in each case free and clear of any Adverse Claim;




(l)           that
      constitutes an “account” as defined in the UCC, and that is not evidenced by
      instruments or chattel paper;




(m)           that
      is neither a Defaulted Receivable nor a Delinquent Receivable;




(n)           for
      which neither any Originator thereof, the Seller nor the Servicer has
      established any offset arrangements with the related Obligor;




(o)           that
      represents amounts earned and payable by the Obligor that are not subject to
      the
      performance of any additional services (other than, solely with respect to
      a
      Receivable described in clause (p) below, billing for such Receivable)
      the Originator thereof;




(p)           (i)
      the goods with respect to which have been shipped, (ii) the services with
      respect to which have been rendered or (iii) the electricity with respect to
      which has been used by the end-user, but in any case such Receivable has not
      yet
      been billed to the related Obligor within 60 days from the date of the such
      goods shipment or service rendering, as applicable; and




(q)           for
      which the sum of the Outstanding Balances of all Receivables of the related
      Obligor with respect to which any payment, or part thereof, remains unpaid
      for
      more than 60 days from the original due date for such payment do not exceed
      50%
      of the Outstanding Balance of all such Obligor’s Receivables,




“ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended from
      time
      to time, and any successor statute of similar import, together with the rulings
      and regulations thereunder, in each case as in effect from time to
      time.  References to sections of ERISA also refer to any successor
      statutes.




“ERISA
      Affiliate” means:  (a) any corporation that is a member of the same
      controlled group of corporations (within the meaning of Section 414(b) of the
      Internal Revenue Code) as the Seller, any Originator or Strategic Energy, (b)
      a
      trade or business (whether or not incorporated) under common control (within
      the
      meaning of Section 414(c) of the Internal Revenue Code) with the Seller, any
      Originator or Strategic Energy, or (c) a member of the same affiliated service
      group (within the meaning of Section 414(m) of the Internal Revenue Code) as
      the
      Seller, any Originator, any corporation described in clause (a) or any
      trade or business described in clause (b).




“Euro-Rate”
      means with respect to any Settlement Period the interest rate per annum
      determined by the Administrator by dividing (the resulting quotient rounded
      upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate
      of
      interest determined by the Administrator in accordance with its usual procedures
      (which determination shall be conclusive absent manifest error) to be the
      average of the London interbank market offered rates for U.S. dollars quoted
      by
      the BBA as set forth on Dow Jones Markets Service (formerly known as Telerate)
      (or appropriate successor or, if the BBA or its successor ceases to provide
      display page







I-8  *STRATEGIC
      ENERGY
      - RPA*





3750
      (or
      such other display page on the Dow Jones Markets Service system as may replace
      display page 3750) at or about 11:00 a.m.  (London time) on the
      Business Day which is two (2) Business Days prior to the first day of such
      Settlement Period for an amount comparable to the Portion of Capital to be
      funded at the Alternate Rate and based upon the Euro-Rate during such Settlement
      Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
      Percentage.  The Euro-Rate may also be expressed by the following
      formula:




Euro-Rate
                =
            Average
                of London interbank offered rates
                quoted


by
                BBA as shown on Dow Jones Markets
                Service


display page 3750 or appropriate successor




1.00
                - Euro-Rate Reserve Percentage




where
      “Euro-Rate Reserve Percentage” means, the maximum effective percentage in effect
      on such day as prescribed by the Board of Governors of the Federal Reserve
      System (or any successor) for determining the reserve requirements (including
      without limitation, supplemental, marginal, and emergency reserve requirements)
      with respect to eurocurrency funding (currently referred to as “Eurocurrency
      Liabilities”).  The Euro-Rate shall be adjusted with respect to any
      Portion of Capital funded at the Alternate Rate and based upon the Euro-Rate
      that is outstanding on the effective date of any change in the Euro-Rate Reserve
      Percentage as of such effective date.  The Administrator shall give
      prompt notice to the Seller of the Euro-Rate as determined or adjusted in
      accordance herewith (which determination shall be conclusive absent manifest
      error).




“Excess
      Concentration” means the sum of the following amounts:




(i)
      the
      sum of the following with respect to each such obligation: the amount by which
      the Outstanding Balance of Eligible Receivables of each Obligor then in the
      Receivables Pool exceeds an amount equal to:  (a) the Concentration
      Percentage for such Obligor multiplied by (b) the Outstanding Balance of all
      Eligible Receivables then in the Receivables Pool that have been allocated
      by
      the Administrator, in its sole discretion, to a specific Obligor;




(ii)
      the
      amount by which the aggregate Outstanding Balance of all Eligible Receivables
      then in the Receivables Pool, the Obligor of which is a United States
      governmental entity, exceeds 2.0% of the aggregate Outstanding Balance of all
      Eligible Receivables then in the Receivables Pool; and




(iii)
      the
      amount by which the sum of all Eligible Receivables classified as “unbilled” for
      more than 30 days but less than or equal to 60****days
      exceeds 25.0% of all Eligible Receivables.




“Excluded
      Receivable” means any indebtedness and other obligations owed to the
      Seller (as the assignee of the related Originator) or any Originator by, or
      any
      right of any Originator to payment from or on behalf of, an Obligor which is
      a
      wholesale provider of electricity or an independent system operator, in either
      case which is listed on Schedule VI hereto, arising from a wholesale
      Contract between the related Originator and such Obligor, whether
      constituting an account, chattel paper, instrument or general intangible,
      arising in connection with the sale of goods, the rendering of services or
      the
      sale of electricity by any Originator, and includes the obligation to pay any
      finance charges, fees and other charges with respect thereto.







I-9  *STRATEGIC
      ENERGY
      - RPA*





“Exiting
      Notice” has the meaning set forth in Section 1.4(b)(ii) of the
      Agreement.




“Exiting
      Purchaser” has the meaning set forth in Section 1.4(b)(ii) of the
      Agreement.




“Facility
      Termination Date” means the earliest to occur of:  (a) October 1,
      2010, (b) the date determined pursuant to Section 2.2 of the Agreement,
      (c) the date the Purchase Limit reduces to zero pursuant to Section
      1.1(c) of the Agreement, (d) the date that the commitments of the Liquidity
      Providers terminate under the Liquidity Agreements (it being understood that
      the
      date set forth in Liquidity Agreement related to Market Street, as Conduit
      Purchaser, as the scheduled “purchase termination date” shall initially be
      October 1, 2008), (e) any Conduit Purchaser or any Purchaser Agent shall fail
      to
      cause the amendment or modification of any Transaction Document or related
      opinion as required by Moody’s or Standard and Poor’s, and such failure shall
      continue for 30 days after such amendment is initially requested and (f) with
      respect to the LC Bank, the Scheduled Commitment Termination Date.




“Federal
      Funds Rate” means, for any day, the per annum rate set forth in the weekly
      statistical release designated as H.15(519), or any successor publication,
      published by the Federal Reserve Board (including any such successor,
“H.15(519)”) for such day opposite the caption “Federal Funds (Effective).” If
      on any relevant day such rate is not yet published in H.  15(519), the
      rate for such day will be the rate set forth in the daily statistical release
      designated as the Composite 3:30 p.m.  Quotations for
      U.S.  Government Securities, or any successor publication, published
      by the Federal Reserve Bank of New York (including any such successor, the
      “Composite 3:30 p.m.  Quotations”) for such day under the caption
“Federal Funds Effective Rate.” If on any relevant day the appropriate rate is
      not yet published in either H.15(519) or the Composite 3:30
      p.m.  Quotations, the rate for such day will be the arithmetic mean as
      determined by the Administrator of the rates for the last transaction in
      overnight Federal funds arranged before 9:00 a.m.  (New York time) on
      that day by each of three leading brokers of Federal funds transactions in
      New
      York City selected by the Administrator.




“Federal
      Reserve Board” means the Board of Governors of the Federal Reserve System, or
      any entity succeeding to any of its principal functions.




“Fee
      Letters” has the meaning set forth in Section 1.5 of the
      Agreement.




“Funded
      Purchase” shall mean a purchase or deemed purchase of undivided interests in the
      Purchased Interest  under the Agreement which (i) is paid for in
      cash (other than through reinvestment of Collections pursuant to Section
      1.4(b) of the Agreement) or (ii) treated as a Funded Purchase pursuant
      to Section 1.2(e) of the Agreement.




“Governmental
      Acts” has the meaning set forth in Section 1.19 of the
      Agreement.




“Governmental
      Authority” means any nation or government, any state or other political
      subdivision thereof, any central bank (or similar monetary or regulatory
      authority) thereof, any body or entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to government,
      including any court, and any Person owned or controlled, through stock or
      capital ownership or otherwise, by any of the foregoing.







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      ENERGY
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“Group
      A
      Obligor” means any Obligor with a short-term rating of at least:  (a)
“A-l” by Standard & Poor’s, or if such Obligor does not have a short-term
      rating from Standard & Poor’s, a rating of “A+” or better by Standard &
Poor’s on its long-term senior unsecured and uncredit-enhanced debt securities,
      and (b) “P-1” by Moody’s, or if such Obligor does not have a short-term
      rating from Moody’s, “Al” or better by Moody’s on its long-term senior unsecured
      and uncredit-enhanced debt securities.




“Group
      B
      Obligor” means an Obligor, not a Group A Obligor,****with a
      short-term rating of at least:  (a) “A-2” by Standard & Poor’s, or
      if such Obligor does not have a short-term rating from Standard & Poor’s, a
      rating of “BBB+” to “A” by Standard & Poor’s on its long-term senior
      unsecured and uncredit-enhanced debt securities, and (b) “P-2” by
      Moody’s, or if such Obligor does not have a short-term rating from Moody’s,
“Baal” to “A2” by Moody’s on its long-term senior unsecured and
      uncredit-enhanced debt securities.




“Group
      C
      Obligor” means an Obligor, not a Group A Obligor or a Group B Obligor, with a
      short-term rating of at least:  (a) “A-3” by Standard & Poor’s, or
      if such Obligor does not have a short-term rating from Standard & Poor’s, a
      rating of “BBB-” to “BBB” by Standard & Poor’s on its long-term senior
      unsecured and uncredit-enhanced debt securities, and (b) “P-3” by
      Moody’s, or if such Obligor does not have a short-term rating from Moody’s,
“Baa3” to “Baa2” by Moody’s on its long-term senior unsecured and
      uncreditenhanced debt securities.




“Group
      Commitment” means with respect to any Purchaser Group the aggregate of the
      Commitments of each Purchaser within such Purchaser Group.




“Group
      D
      Obligor” means any Obligor that is not a Group A Obligor, a Group B Obligor or a
      Group C Obligor.




“Indemnified
      Amounts” has the meaning set forth in Section 3.1 of the
      Agreement.




“Indemnified
      Party” has the meaning set forth in Section 3.1 of the
      Agreement.




“Independent
      Director” has the meaning set forth in paragraph 3(c) of Exhibit
      IV to the Agreement.




“Information
      Package” means a report, in substantially the form of Annex A to the
      Agreement, furnished to the Administrator pursuant to the
      Agreement.




“Insolvency
      Proceeding” means:  (a) any case, action or proceeding before any
      court or other Governmental Authority relating to bankruptcy, reorganization,
      insolvency, liquidation, receivership, dissolution, winding-up or relief of
      debtors, or (b) any general assignment for the benefit of creditors of a Person,
      or any composition, marshalling of assets for creditors of a Person, or other,
      similar arrangement in respect of its creditors generally or any substantial
      portion of its creditors, in each of cases (a) and (b) undertaken under
      U.  S.  Federal, state or foreign law, including the
      Bankruptcy Code.




“Intercreditor
      Agreement” means that certain Intercreditor Agreement, dated on or about October
      3, 2007,****among Strategic Energy, the Administrator and
      PNC, as administrative agent







I-11  *STRATEGIC
      ENERGY
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under
      the
      Credit Agreement,****as amended, restated, supplemented or
      otherwise modified from time to time.




“Internal
      Revenue Code” means the Internal Revenue Code of 1986, as amended from time to
      time, and any successor statute of similar import, together with the regulations
      thereunder, in each case as in effect from time to time.  References
      to sections of the Internal Revenue Code also refer to any successor
      sections.




“LC
      Bank”
has the meaning set forth in the preamble to the Agreement.




“LC
      Collateral Account” means the account designated as the LC Collateral Account
      established and maintained by the Administrator (for the benefit of the LC
      Bank
      and the LC Participants), or such other account as may be so designated as
      such
      by the Administrator.




“LC
      Commitment” means, the “Commitment” of each LC Participant party hereto as set
      forth under its name on the signature pages to the Agreement or as set forth
      in
      any assignment agreement pursuant to which it became a party
      hereto.




“LC
      Participant” has the meaning set forth in the preamble to the
      Agreement.




“LC
      Participation Amount” shall mean, at any time, the then aggregate undrawn face
      amount of all outstanding Letters of Credit.




“Letter
      of Credit” shall mean any stand-by letter of credit issued by the LC Bank for
      the account of the Seller pursuant to the Agreement.




“Letter
      of Credit Application” has the meaning set forth in Section 1.12 of the
      Agreement.




“Liquidity
      Agent” means each of the banks acting as agent for the various Liquidity Banks
      under each Liquidity Agreement.




“Liquidity
      Agreement” means any agreement entered into in connection with this Agreement
      pursuant to which a Liquidity Provider agrees to make purchases or advances
      to,
      or purchase assets from, any Conduit Purchaser in order to provide liquidity
      for
      such Conduit Purchaser’s Purchases.




“Liquidity
      Provider” means each bank or other financial institution that provides liquidity
      support to any Conduit Purchaser pursuant to the terms of a Liquidity
      Agreement.




“Lock-Box
      Account” means an account listed on Schedule II to the Agreement, in each case
      in the name of the Seller and maintained by the Seller at a bank or other
      financial institution for the purpose of receiving Collections, either by check
      deposit or wire or ACH transfer.




“Lock-Box
      Agreement” means an agreement, in form and substance satisfactory to the
      Administrator, among the Seller, the Servicer, the Administrator, and a Lock-Box
      Bank, as such agreement may be amended, restated, amended and restated,
      supplemented or otherwise modified from time to time.







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      ENERGY
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“Lock-Box
      Bank” means any of the banks or other financial institutions holding one or more
      Lock-Box Accounts.




“Loss
      Reserve” means, on any date, an amount equal to:  (a) the sum of
      Capital plus the LC Participation Amount at the close of business of the Seller
      on such date multiplied by (b)(i) the Loss Reserve Percentage on such date
      divided by (ii) 100% minus the Loss Reserve Percentage on such
      date.




“Loss
      Reserve Percentage” means, on any date, the following expressed as a percentage
      (as opposed to a fraction):




(2.0)
      *(ADR) * (ACS)


Net
      Receivables Pool Balance




As
      used
      herein:




“ADR”
      means the highest average of the Default Ratios for any three consecutive
      calendar months during the twelve most recent calendar months.




“ACS”
      means the aggregate credit sales made by the Originators (or Receivables of
      such
      Originators otherwise created) during the five most recent calendar months
      and
      25% of the aggregate credit sales made by the Originators (or Receivables of
      such Originators otherwise created) during the calendar month that is five
      months prior to the most recent calendar month.




“Majority
      LC Participants” shall mean LC Participants whose Pro Rata Shares aggregate 51%
      or more.




“Majority
      Purchaser Agents” means, at any time, the Purchaser Agents whose Group
      Commitments aggregate 2/3rds or more of the aggregate of the Group Commitments
      of all Purchaser Groups; provided, however, that so long as any Purchaser
      Group’s Group Commitment is greater than 50% of the aggregate Group Commitments,
      then “Majority Purchaser Agents” shall mean a minimum of two Purchaser Agents
      whose Group Commitments aggregate more than 50% of the aggregate Group
      Commitments.




“Market
      Street” means Market Street Funding LLC, a Delaware limited liability
      company.




“Market
      Street Base Rate” means, for any day, a fluctuating interest rate per annum as
      shall be in effect from time to time, which rate shall be at all times equal
      to
      the higher of:




(a)           the
      rate of interest in effect for such day as publicly announced from time to
      time
      by PNC in Pittsburgh, Pennsylvania as its “prime rate.” Such “prime rate” is set
      by PNC based upon various factors, including PNC’s costs and desired return,
      general economic conditions and other factors, and is used as a reference point
      for pricing some loans, which may be priced at, above or below such announced
      rate, and




(b)           0.50%
      per annum above the latest Federal Funds Rate.







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      ENERGY
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“Material
      Adverse Effect” means, relative to any Person, with respect to any event or
      circumstance, a material adverse effect on:




(a)           the
      assets, operations, business or financial condition of (i) the Seller or (ii)
      Strategic Energy or its Subsidiaries,




(b)           the
      ability of any of the Originators, the Servicer or the Seller to perform its
      obligations under the Agreement or any other Transaction Document to which
      it is
      a party,




(c)           the
      validity or enforceability of the Agreement or any other Transaction Document,
      or the validity, enforceability or collectibility of a material portion of
      the
      Pool Receivables, or




(d)           the
      status, perfection, enforceability or priority of the Administrator’s or any
      Purchaser’s or the Seller’s interest in the Pool Assets.




“Member”
      shall have the meaning set forth in Schedule A to the Seller’s limited liability
      company agreement.




“Minimum
      Dilution Reserve” means, on any date, an amount equal to the product of (a) the
      sum of the Capital plus the LC Participation Amount at the close of business
      of
      the Seller on such date multiplied by (b) (i) the Minimum Dilution Reserve
      Percentage on such date, divided by (ii) 100% minus the Minimum Dilution
      Reserve Percentage on such date.




“Minimum
      Dilution Reserve Percentage” means on any date, the following expressed as a
      percentage (as opposed to a fraction): the product of (x) the Dilution Horizon
      multiplied by (y) the average of the Dilution Ratios for the twelve most
      recent calendar months.




“Monthly
      Settlement Date” means the 23rd day of
      each
      calendar month (or the next succeeding Business Day if such day is not a
      Business Day), beginning October 23, 2007.




“Moody’s”
      means Moody’s Investors Service, Inc.




“Net
      Receivables Pool Balance” means, at any time:  (a) the Outstanding
      Balance of Eligible Receivables then in the Receivables Pool minus (b) Excess
      Concentration.




“Notes”
      means short-term promissory notes issued, or to be issued, by each Conduit
      Purchaser (or by its related commercial paper issuer if such Conduit Purchaser
      does not itself issue commercial paper notes) to fund its investments in
      accounts receivable or other financial assets.




“Obligor”
      means, with respect to any Receivable, the Person obligated to make payments
      pursuant to the Contract relating to such Receivable.




“Order”
      has the meaning set forth in Section 1.20 of the Agreement.







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      ENERGY
      - RPA*





“Originator”
      and “Originators” have the meaning set forth in the Sale Agreement, as the same
      may be modified from time to time by adding new Originators or removing
      Originators, in each case with the prior written consent of the
      Administrator.




“Originator
      Assignment Certificate” means the assignment by each Originator to the Seller,
      in substantially the form of Exhibit C to the Sale Agreement, evidencing
      Seller’s ownership of the Receivables generated by the Originators, as the same
      may be amended, restated, supplemented, amended and restated, or otherwise
      modified from time to time in accordance with the Sale Agreement.




“Outstanding
      Balance” of any Receivable at any time means the then outstanding principal
      balance thereof.




“Paydown
      Notice” has the meaning set forth in Section 1.4(f)(i) of the
      Agreement.




“Payment
      Date” has the meaning set forth in Section 2.1 of the Sale
      Agreement.




“Permitted
      Liens” shall mean the following encumbrances: (a) liens for taxes or
      assessments or other governmental charges or levies not yet due and payable,
      (b)  inchoate and unperfected workers’, mechanics’ or suppliers’ liens
      arising in the ordinary course of business; and (c) any judgment lien
      against any Originator or the Servicer in the aggregate for all such liens
      not
      to exceed $1,000,000 to the extent not unstayed, unbonded, unvacated or
      undischarged for more than 30 days.




“Person”
      means an individual, partnership, corporation (including a business trust),
      joint stock company, trust, unincorporated association, joint venture, limited
      liability company or other entity, or a government or any political subdivision
      or agency thereof.




“PNC”
has
      the meaning set forth in the preamble to the Agreement.




“Pool
      Assets” has the meaning set forth in Section 1.2(d) of the
      Agreement.




“Pool
      Receivable” means a Receivable in the Receivables Pool.




“Portion
      of Capital” means with respect to any Purchaser and its related Capital, the
      portion of such Capital being funded or maintained by such Purchaser(or its
      successors or permitted assigns) by reference to a particular interest rate
      basis.  In addition, at any time when the Capital of the Purchased
      Interest is not divided into two or more such portions, “Portion of Capital”
means 100% of the Capital.




“Pro
      Rata
      Share” shall mean, as to any LC Participant or the LC Bank, a fraction, the
      numerator of which equals the Commitment of such LC Participant or the LC Bank
      at such time and the denominator of which equals the aggregate of the
      Commitments of all LC Participants and the LC Bank at such time.




“Program
      Support Agreement” means and includes any Liquidity Agreement and any other
      agreement entered into by any Program Support Provider providing
      for:  (a) the issuance of one or more letters of credit for the
      account of any Conduit Purchaser in connection with such







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Conduit
      Purchaser’s Receivables securitization program, (b) the issuance of one or more
      surety bonds in connection with such Conduit Purchaser’s Receivables
      securitization program for which any Conduit Purchaser is obligated to reimburse
      the applicable Program Support Provider for any drawings thereunder, (c) the
      sale by any Conduit Purchaser to any Program Support Provider of the Purchased
      Interest (or portions thereof) and/or (d) the making of loans and/or other
      extensions of credit to any Conduit Purchaser in connection with such Conduit
      Purchaser’s receivables-securitization program contemplated in the Agreement,
      together with any letter of credit, surety bond or other instrument issued
      thereunder (but excluding any discretionary advance facility provided by the
      Administrator).




“Program
      Support Provider” means and includes any Purchaser, any Liquidity Provider and
      any other Person (other than any customer of the related Conduit Purchaser)
      now
      or hereafter extending credit or having a commitment to extend credit to or
      for
      the account of, or to make purchases from, any Conduit Purchaser pursuant to
      any
      Program Support Agreement.




“Purchase
      and Sale Indemnified Amounts” has the meaning set forth in Section 9.1 of
      the Sale Agreement.




“Purchase
      and Sale Indemnified Party” has the meaning set forth in Section 9.1 of
      the Sale Agreement.




“Purchase
      and Sale Termination Date” has the meaning set forth in Section 1.4 of
      the Sale Agreement.




“Purchase
      and Sale Termination Event” has the meaning set forth in Section 8.1 of
      the Sale Agreement.




“Purchase
      Facility” has the meaning set forth in Section 1.1 of the Sale
      Agreement.




“Purchase
      Limit” means $175,000,000, as such amount may be reduced pursuant to Section
      1.1(c) of the Agreement.  References to the unused portion of the
      Purchase Limit shall mean, at any time, the Purchase Limit minus the sum of
      the
      then aggregate outstanding Capital plus the LC Participation
      Amount.




“Purchase
      Notice” has the meaning set forth in Section 1.2(a) of the
      Agreement.




“Purchase
      Price” has the meaning set forth in Section 2.1 of the Sale
      Agreement.




“Purchase
      Report” has the meaning set forth in Section 2.1 of the Sale
      Agreement.




“Purchased
      Interest” means, at any time, the undivided variable percentage ownership
      interest of all Purchasers, collectively, in:  (a) each and every Pool
      Receivable now existing or hereafter arising, (b) all Related Security with
      respect to such Pool Receivables and (c) all Collections with respect to, and
      other proceeds of, such Pool Receivables and Related Security.  Such
      undivided variable percentage interest shall be computed as:




Capital
      + LC Participation Amount + Total
      Reserves


Net
      Receivables Pool Balance







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The
      Purchased Interest shall be determined from time to time pursuant to Section
      1.3 of the Agreement.




“Purchaser
      Agent” has the meaning set forth in the preamble to the Agreement.




“Purchaser
      Group” means, for each Conduit Purchaser, such Conduit Purchaser, its related
      Purchaser Agent and, in the case of Market Street as a Conduit Purchaser, the
      LC
      Bank, and in the case of each other Conduit Purchaser, the related LC
      Participant in addition to itself and Purchaser Agent.




“Purchasers”
      means each Conduit Purchaser, the LC Bank and each LC Participant.




“Purchasers’
      Share” of any amount means such amount multiplied by the Purchased Interest at
      the time of determination.




“Ratable
      Share” means, for each Purchaser Group, such Purchaser Group’s Group Commitment
      divided by the aggregate Group Commitments of all Purchaser Groups.




“Receivable”
      means any indebtedness and other obligations owed to the Seller (as the assignee
      of the related Originator) or any Originator by, or any right of the Seller
      or
      any Originator to payment from or on behalf of, an Obligor, whether constituting
      an account, chattel paper, instrument or general intangible, arising in
      connection with the sale of goods, the rendering of services or the sale of
      electricity by any Originator, and includes the obligation to pay any finance
      charges, fees and other charges with respect thereto. Excluded Receivables
      shall
      not constitute Receivables.  Indebtedness and other obligations
      arising from any one transaction, including indebtedness and other obligations
      represented by an individual invoice or agreement, shall constitute a Receivable
      separate from a Receivable consisting of the indebtedness and other obligations
      arising from any other transaction.




“Receivables
      Pool” means, at any time, all of the then outstanding Receivables purchased by
      the Seller pursuant to the Sale Agreement prior to the Facility Termination
      Date.




“Reimbursement
      Obligation” has the meaning set forth in Section 1.14 of the
      Agreement.




“Related
      Rights” has the meaning set forth in Section 1.1 of the Sale
      Agreement.




“Related
      Security” means, with respect to any Receivable:




(a)           all
      of the Seller’s and each Originator’s interest in any goods (including returned
      goods), and documentation of title evidencing the shipment or storage of any
      goods (including returned goods), relating to any sale giving rise to such
      Receivable,




(b)           all
      instruments and chattel paper that may evidence such Receivable,




(c)           all
      other security interests or liens and property subject thereto from time to
      time
      purporting to secure payment of such Receivable, whether pursuant to the
      Contract related to such Receivable or otherwise, together with all UCC
      financing statements or similar filings relating thereto,







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(d)           all
      of the Seller’s and each Originator’s rights, interests and claims under the
      Contracts and all guaranties, warranties, indemnities, insurance (and proceeds
      and premium refunds with respect thereto) and other agreements (including the
      related Contract) or arrangements of whatever character from time to time
      supporting or securing payment of such Receivable or otherwise relating to such
      Receivable, whether pursuant to the Contract related to such Receivable or
      otherwise, and




(e)           all
      of the Seller’s rights, interests and claims under the Sale Agreement and the
      other Transaction Documents.




“Required
      LC Participants” shall mean the LC Participants whose Pro Rata Shares aggregate
      662⁄3% or more.




“Responsible
      Officer” means, with respect to each Originator, the Servicer and the Seller,
      any president, vice president, treasurer, assistant treasurer, secretary,
      assistant secretary, chief financial officer, controller or any other officer
      of
      any such Person charged with the responsibility for administration of any
      Transaction Document.




“Restricted
      Payments” has the meaning set forth in Section 1(n) of Exhibit IV
      of the Agreement.




“Sale
      Agreement” means the Purchase and Sale Agreement, dated as of even date
      herewith, between the Seller and the Originators, as such agreement may be
      amended, restated, supplemented or otherwise modified from time to
      time.




“Scheduled
      Commitment Termination Date” means with respect to the LC Bank, initially
      October 1, 2010, as such date may be extended from time to time in the sole
      discretion of the LC Bank.




“Seller”
      has the meaning set forth in the preamble to the Agreement.




“Seller’s
      Share” of any amount means the greater of:  (a) $0 and (b) such amount
      minus the Purchasers’ Share.




“Servicer”
      has the meaning set forth in the preamble to the Agreement.




“Servicing
      Fee” shall mean the fee referred to in Section 4.6 of the
      Agreement.




“Servicing
      Fee Rate” shall mean the rate referred to in Section 4.6 of the
      Agreement.




“Servicer
      Termination Event” shall mean a Termination Event set forth in any of
paragraphs (a), (b), (c), (d), (k) or
(m) of Exhibit V to the Agreement with
      respect to the
      Servicer.




“Settlement
      Date” means with respect to any Portion of Capital for any Settlement Period,
      (i) prior to the Facility Termination Date, the Monthly Settlement Date and
      (ii)
      on and after the Facility Termination Date, each day selected from time to
      time
      by the Administrator (it







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being
      understood that the Administrator may select such Settlement Date to occur
      as frequently as daily), or, in the absence of such selection, the Monthly
      Settlement Date.




“Settlement
      Period” means:  (a) before the Facility Termination
      Date:  (i) initially the period commencing on the date of the initial
      purchase pursuant to Section 1.2 of the Agreement (or in the case of any
      fees payable hereunder, commencing on the Closing Date) and ending on (but
      not
      including) the next Monthly Settlement Date, and (ii) thereafter, each period
      commencing on such Monthly Settlement Date and ending on (but not including)
      the
      next Monthly Settlement Date, and (b) on and after the Facility Termination
      Date:  such period (including a period of one day) as shall be
      selected from time to time by the Administrator or, in the absence of any such
      selection, each period of 30 days from the last day of the preceding Settlement
      Period.




“Solvent”
      means, with respect to any Person at any time, a condition under
      which:




(i)           the
      fair value and present fair saleable value of such Person’s total assets is, on
      the date of determination, greater than such Person’s total liabilities
      (including contingent and unliquidated liabilities) at such time;




(ii)           the
      fair value and present fair saleable value of such Person’s assets is greater
      than the amount that will be required to pay such Person’s probable liability on
      its existing debts as they become absolute and matured (“debts,” for this
      purpose, includes all legal liabilities, whether matured or unmatured,
      liquidated or unliquidated, absolute, fixed, or contingent);




(iii)           such
      Person is and shall continue to be able to pay all of its liabilities as such
      liabilities mature; and




(iv)           such
      Person does not have unreasonably small capital with which to engage in its
      current and in its anticipated business.




For
      purposes of this definition:




(A)           the
      amount of a Person’s contingent or unliquidated liabilities at any time shall be
      that amount which, in light of all the facts and circumstances then existing,
      represents the amount which can reasonably be expected to become an actual
      or
      matured liability;




(B)           the
      “fair value” of an asset shall be the amount which may be realized within a
      reasonable time either through collection or sale of such asset at its regular
      market value;




(C)           the
      “regular market value” of an asset shall be the amount which a capable and
      diligent business person could obtain for such asset from an interested buyer
      who is willing to purchase such asset under ordinary selling conditions;
      and




(D)           the
      “present fair saleable value” of an asset means the amount which can be obtained
      if such asset is sold with reasonable promptness in an arm’s-length transaction
      in an existing and not theoretical market.







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“Special
      Member” shall have the meaning set forth in Schedule A to the Seller’s limited
      liability company agreement.




“Spike
      Factor” means, for any calendar month, (a) the positive difference, if any,
      between:  (i) the highest Dilution Ratio for any one calendar month
      during the twelve most recent calendar months and (ii) the arithmetic average
      of
      the Dilution Ratios for such twelve months times (b) (i) the highest
      Dilution Ratio for any one calendar month during the twelve most recent calendar
      months divided by (ii) the arithmetic average of the Dilution Ratios for
      such twelve months.




“Standard
      & Poor’s” means Standard & Poor’s Ratings Service, a division of The
      McGraw-Hill Companies, Inc.




“Strategic
      Energy” has the meaning set forth in the preamble to the Agreement.




“Subsidiary”
      means, as to any Person, a corporation, partnership, limited liability company
      or other entity of which shares of stock of each class or other interests having
      ordinary voting power (other than stock or other interests having such power
      only by reason of the happening of a contingency) to elect a majority of the
      Board of Directors or other managers of such entity are at the time owned,
      or
      management of which is otherwise controlled:  (a) by such Person, (b)
      by one or more Subsidiaries of such Person or (c) by such Person and one or
      more
      Subsidiaries of such Person.




“Termination
      Day” means:  (a) each day on which the conditions set forth in
Section 2 of Exhibit II to the Agreement are not satisfied or (b)
      each day that occurs on or after the Facility Termination Date.




“Termination
      Event” has the meaning specified in Exhibit V to the
      Agreement.




“Termination
      Fee” means, for any Settlement Period during which a Termination Day occurs,
      with respect to any Purchaser, the amount, if any, by which:  (a) the
      additional Discount (calculated without taking into account any Termination
      Fee
      or any shortened duration of such Settlement Period pursuant to the definition
      thereof) that would have accrued during such Settlement Period on the reductions
      of Capital relating to such Settlement Period had such reductions not been
      made,
      exceeds (b) the income, if any, received by the Purchasers from investing the
      proceeds of such reductions of Capital, as determined by the Administrator,
      which determination shall be binding and conclusive for all purposes, absent
      manifest error.




“Total
      Reserves” means, at any time the sum of:  (a) the Yield Reserve, plus
      (b) the greater of (i) the sum of the Loss Reserve plus the Dilution Reserve
      or
      (ii) the Minimum Dilution Reserve plus the Concentration Reserve.




“Transaction
      Documents” means the Agreement, the Lock-Box Agreements, the Fee Letters, the
      Sale Agreement, the Intercreditor Agreement and all other certificates,
      instruments, UCC financing statements, reports, notices and agreements executed
      or delivered under or in connection with the Agreement, in each case as the
      same
      may be amended, restated, supplemented or otherwise modified from time to time
      in accordance with the Agreement.







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“Transfer”
      has the meaning set forth in Section 1.1(a) of the
      Agreement.




“UCC”
      means the Uniform Commercial Code as from time to time in effect in the
      applicable jurisdiction.




“United
      States” means the United States of America.




“Unmatured
      Termination Event” means an event that, with the giving of notice or lapse of
      time, or both, would constitute a Termination Event.




“Yield
      Reserve” means, on any date, an amount equal to:  (a) the sum of the
      Capital plus the LC Participation Amount at the close of business of the Seller
      on such date multiplied by (b)(i) the Yield Reserve Percentage on such date
      divided by (ii) 100% minus the Yield Reserve Percentage on such
      date.




“Yield
      Reserve Percentage” means at any time:




(BR+SFR)x l.5 x DSO


360




where:




BR  =
            the
                Base Rate computed for the most recent Settlement
                Period,




DSO  =
            Days’
                Sales Outstanding, and




SFR  =
            the
                Servicing Fee Rate




Other
      Terms.  All accounting terms not specifically defined herein shall
      be construed in accordance with generally accepted accounting
      principles.  All terms used in Article 9 of the UCC in the State of
      New York, and not specifically defined herein, are used herein as defined in
      such Article 9.  Unless the context otherwise requires, “or” means
“and/or,” and “including” (and with correlative meaning “include” and
“includes”) means including without limiting the generality of any description
      preceding such term.







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**EXHIBIT
      II**


**CONDITIONS
      OF PURCHASES**




1.           Conditions
      Precedent to Effectiveness of the Agreement.  The effectiveness of
      this Agreement is subject to the following conditions precedent that the
      Administrator shall have received on or before the Closing Date, each in form
      and substance (including the date thereof) satisfactory to the
      Administrator:




(a)           Each
      of the counterparts of the Agreement and each other Transaction Document, duly
      executed by the parties thereto.




(b)           Certified
      copies of:  (i) the resolutions of the Board of Directors or members
      or managers, as applicable, of each of the Seller, Strategic Energy and each
      Originator authorizing the execution, delivery and performance by the Seller,
      Strategic Energy and each Originator, as the case may be, of the Agreement
      and
      the other Transaction Documents to which it is a party; (ii) all documents
      evidencing other necessary corporate or organizational action and governmental
      approvals, if any, with respect to the Agreement and the other Transaction
      Documents and (iii) the certificate of incorporation or articles of organization
      and by-laws or limited liability company agreement, as applicable, of the
      Seller, Strategic Energy and each Originator.




(c)           A
      certificate of the Secretary or Assistant Secretary of the Seller, each
      Originator and Strategic Energy certifying the names and true signatures of
      its
      officers who are authorized to sign the Agreement and the other Transaction
      Documents to which it is a party.  Until the Administrator receives a
      subsequent incumbency certificate from the Seller, any Originator, or Strategic
      Energy, as the case may be, the Administrator shall be entitled to rely on
      the
      last such certificate delivered to it by the Seller, such Originator, or
      Strategic Energy, as the case may be.




(d)           Proper
      financing statements (Forms UCC 1 and UCC 3), duly authorized on or before
      the
      Closing Date of such initial purchase suitable for filing under the UCC of
      all
      jurisdictions that the Administrator may deem necessary in order to perfect
      the
      interests of the Seller and the Administrator (for the benefit of the
      Purchasers) contemplated by the Agreement and the Sale Agreement.




(e)           Proper
      financing statements (Form UCC 3), duly authorized and suitable for filing
      under
      the UCC of all jurisdictions that the Administrator may deem necessary to
      release all security interests and other rights of any Person in the
      Receivables, Contracts or Related Security previously granted by the
      Originators, Strategic Energy or the Seller.




(f)           Completed
      search reports from all applicable jurisdictions, dated on or shortly before
      the
      Closing Date, listing (i) the financing statements, if any, filed in all
      applicable jurisdictions that name any of the Originators or the Seller as
      debtor, and (ii) all judgment, tax, ERISA and other liens against any of the
      Originators or the Seller, as the Administrator may request, showing no Adverse
      Claims on any Pool Assets.




(e)           Favorable
      opinions, in form and substance reasonably satisfactory to the Administrator,
      of
      Sidley Austin LLP and Babst, Calland, Clements, Zomnir PC, counsel for the
      Seller, Strategic Energy, the Originators, and the Servicer.






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(f)           Satisfactory
      results of a review, field examination and audit (performed by representatives
      of the Administrator or by third parties at the direction of the Administrator)
      of the Servicer’s collection, operating and reporting systems, the Credit and
      Collection Policy of the Originators, historical receivables data and accounts,
      including satisfactory results of a review of the Servicer’s operating
      location(s) and satisfactory review and approval of the Eligible Receivables
      in
      existence on the date of the initial purchase under the Agreement.




(g)           Evidence
      of payment by the Seller of all accrued and unpaid fees (including those
      contemplated by the Fee Letters), costs and expenses to the extent then due
      and
      payable on the date thereof, including any such costs, fees and expenses arising
      under or referenced in Section  6.4 of the Agreement and the
      Fee Letters.




(h)           A
      pro forma Information Package representing the performance of the Receivables
      Pool for the calendar month before closing..




(i)           Subject
      to Section 1(s) of Exhibit IV to the Agreement, good standing
      certificates with respect to each of the Seller, Strategic Energy, each
      Originator, and the Servicer issued by the Secretary of State (or similar
      official) of the state of each such Person’s organization or formation and
      principal place of business.




2.           Conditions
      Precedent to All Funded Purchases, Issuances of Letters of
      Credit.  Each Funded Purchase, including the initial Funded
      Purchase but excluding any deemed Funded Purchases made pursuant to Section
      1.2(e) of the Agreement, and the issuance of any Letters of Credit shall be
      subject to the further conditions precedent that:




(a)           in
      the case of each Funded Purchase and the issuance of any Letters of Credit,
      the
      Servicer shall have delivered to the Administrator and each Purchaser Agent
      on
      or before such purchase or issuance, as the case may be, in form and substance
      satisfactory to the Administrator, a completed pro forma Information Package
      to
      reflect the level of Capital, the LC Participation Amount and related reserves
      and the calculation of the Purchased Interest after such subsequent purchase
      or
      issuance, as the case may be, and a completed Purchase Notice in the form of
      Annex B; and




(b)           on
      the date of such Funded Purchase or issuance, as the case may be, the following
      statements shall be true (and acceptance of the proceeds of such Funded Purchase
      or issuance shall be deemed a representation and warranty by the Seller that
      such statements are then true):




(i)           the
      representations and warranties contained in Exhibit III to the Agreement are
      true and correct in all material respects on and as of the date of such Funded
      Purchase or issuance as though made on and as of such date except for
      representations and warranties which apply as to an earlier date (in which
      case
      such representations and warranties shall be true and correct as of such earlier
      date);




(ii)           no
      event has occurred and is continuing, or would result from such Funded Purchase
      or issuance, that constitutes a Termination Event or an Unmatured Termination
      Event;







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(iii)           the
      sum of the Capital plus the LC Participation Amount, after giving effect to
      any
      such Funded Purchase, issuance or reinvestment, as the case may be, shall not
      exceed the Purchase Limit and the Purchased Interest shall not exceed 100%;
      and




(iv)           the
      Facility Termination Date has not occurred.














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**EXHIBIT
      III**


**REPRESENTATIONS
      AND WARRANTIES**




1.           Representations
      and Warranties of the Seller.  The Seller represents and warrants
      as follows:




(a)           The
      Seller is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the State of Delaware, and is duly qualified
      to
      do business and is in good standing as a foreign limited liability company
      in
      every jurisdiction where the nature of its business requires it to be so
      qualified, except where the failure to be so qualified would not have a Material
      Adverse Effect.




(b)           The
      execution, delivery and performance by the Seller of the Agreement and the
      other
      Transaction Documents to which it is a party, including its use of the proceeds
      of purchases and reinvestments:  (i) are within its organizational
      powers; (ii) have been duly authorized by all necessary organizational action;
      (iii) do not contravene or result in a default under or conflict
      with:  (A) its certificate of formation, limited liability company
      agreement or any other organizational document of the Seller, (B) any law,
      rule
      or regulation applicable to it, (C) any indenture, loan agreement, mortgage,
      deed of trust or other material agreement or instrument to which it is a party
      or by which it is bound, or (D) any order, writ, judgment, award, injunction
      or
      decree binding on or affecting it or any of its property; and (iv) do not result
      in or require the creation of any Adverse Claim upon or with respect to any
      of
      its properties.  The Agreement and the other Transaction Documents to
      which it is a party have been duly executed and delivered by the
      Seller.




(c)           No
      authorization, approval or other action by, and no notice to or filing with,
      any
      Governmental Authority or other Person is required for its due execution,
      delivery and performance by the Seller of the Agreement or any other Transaction
      Document to which it is a party, other than the Uniform Commercial Code filings
      referred to in Exhibit II to the Agreement, all of which shall have been
      filed on or before the date of the first purchase hereunder.




(d)           Each
      of the Agreement and the other Transaction Documents to which the Seller is
      a
      party constitutes its legal, valid and binding obligation enforceable against
      the Seller in accordance with its terms, except as enforceability may be limited
      by bankruptcy, insolvency, reorganization or other similar laws from time to
      time in effect affecting the enforcement of creditors’ rights generally and by
      general principles of equity, regardless of whether such enforceability is
      considered in a proceeding in equity or at law.




(e)           There
      is no pending or, to Seller’s best knowledge, threatened action or proceeding
      affecting Seller or any of its properties before any Governmental Authority
      or
      arbitrator.




(f)           No
      proceeds of any purchase or reinvestment will be used to acquire any equity
      security of a class that is registered pursuant to Section 12 of the Securities
      Exchange Act of 1934.








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(g)           The
      Seller is the legal and beneficial owner of, and has good and marketable title
      to, the Pool Receivables, the Lock-Box Accounts (and related lock-boxes) and
      Related Security, free and clear of any Adverse Claim (other than Permitted
      Liens solely with respect to the Pool Receivables and Related
      Security).  Upon each purchase or reinvestment, the Administrator or
      the Purchasers shall acquire valid and enforceable perfected security interests,
      to the extent of each Purchaser’s percentage interest of the Purchased Interest,
      in each Pool Receivable then existing or thereafter arising and in the Related
      Security, Collections and other proceeds with respect thereto, free and clear
      of
      any Adverse Claim.  The Agreement creates a valid and continuing
      security interest (as defined in the applicable UCC) in favor of the
      Administrator in the Pool Assets and the Lock-Box Accounts (and related
      lock-boxes), which security interest is prior to all Adverse Claims, and is
      enforceable as such against creditors of and purchases from the
      Seller.  The Pool Assets constitute “accounts”, “general intangibles”
or “tangible chattel paper” within the meaning of the applicable
      UCC.  Each Lock-Box Account constitutes a “deposit account” within the
      meaning of the applicable UCC.  The Seller has caused or will have
      caused, within ten (10) days, the filing of all appropriate UCC financing
      statements in the proper filing offices in the appropriate jurisdictions under
      applicable laws in order to perfect the security interest in the Pool Assets
      and
      the Lock-Box Accounts (and related lock-boxes) granted to the Administrator
      hereunder.  Other than the security interest granted to the
      Administrator pursuant to this Agreement, Seller has not pledged, assigned,
      sold, granted a security interest in, or otherwise conveyed any of the Pool
      Assets or the Lock-Box Accounts (and related lock-boxes).  Seller has
      not authorized the filing of and is not aware of any UCC financing statements
      against Seller that include a description of collateral covering the Pool
      Assets, other than any UCC financing statement relating to the security interest
      granted to the Administrator hereunder or that has been
      terminated.  Seller is not aware of any judgment, ERISA or tax lien
      filings against the Seller.  With respect to any Pool Receivable that
      constitutes “tangible chattel paper”, the Servicer is in possession of the
      original copies of the tangible chattel paper that constitutes or evidences
      such
      Pool Receivables, and the Seller has filed or has caused to be filed within
      ten
      (10) days after the date hereof the financing statements described in this
      section above, each of which will contain a statement that “A purchase of or a
      grant of a security interest in any property described in this financing
      statement will violate the rights of the Purchasers.” The Pool Receivables to
      the extent they are evidenced by “tangible chattel paper” do not have any marks
      or notations indicating that they have been pledged, assigned or otherwise
      conveyed to any Person other than the Seller or the Administrator, for the
      benefit of the Purchasers.




(h)           Each
      Information Package (if prepared by the Seller or one of its Affiliates, or
      to
      the extent that information contained therein is supplied by the Seller or
      an
      Affiliate), exhibit, financial statement, document, book, record, report or
      other information furnished or to be furnished at any time by or on behalf
      of
      the Seller to the Administrator in connection with the Agreement or any other
      Transaction Document to which it is a party, taken as a whole, is or will be
      complete and accurate in all material respects as of its date or (except as
      otherwise disclosed to the Administrator at such time) as of the date so
      furnished; provided, however, that if such Information Package is incomplete
      or
      inaccurate solely due to its inclusion of an untrue representation or warranty
      with respect to any Pool Receivable as set forth in Section 1(g) or
(n)of Exhibit III, and such Pool Receivable has been
      repurchased in accordance with Section 1.4(e)(ii), such incompleteness or
      inaccuracy shall not effect the completeness and accuracy of such Information
      Package.







III-2 *STRATEGIC
      ENERGY
      - RPA*





(i)           The
      Seller’s principal place of business, chief executive office and state of
      formation (as such terms are used in the UCC) and the office where it keeps
      its
      records concerning the Receivables are located at the address referred to in
      Sections l(b) and 2(b) of Exhibit IV to the
      Agreement.




(j)           The
      names and addresses of all the Lock-Box Banks, together with the account numbers
      of the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule
      II to the Agreement (or at such other Lock-Box Banks and/or with such other
      Lock-Box Accounts as have been notified to the Administrator in accordance
      with
      the Agreement) and all Lock-Box Accounts are subject to Lock-Box
      Agreements.  With respect to all Lock-Box Accounts (and related
      lock-boxes), the Seller has delivered to the Administrator a fully executed
      Lock-Box Agreement pursuant to which the applicable Lock-Box Bank has agreed,
      following the occurrence and continuation of a Termination Event, to comply
      with
      all instructions given by the Administrator with respect to all funds on deposit
      in such Lock-Box Account (and all funds sent to the respective lock-box),
      without further consent by the Seller or the Servicer.  None of the
      Lock-Box Accounts (and the related lock-boxes) are in the name of any Person
      other than the Seller or the Administrator (on behalf of the
      Purchasers).  The Seller has not consented to any Lock-Box Bank’s
      complying with instructions of any person other than the
      Administrator.




(k)           The
      Seller is not in violation of any order of any court, arbitrator or Governmental
      Authority.




(l)           Neither
      the Seller nor any of its Affiliates has any direct or indirect ownership or
      other financial interest in any Conduit Purchaser.




(m)           The
      Seller is not engaged in the business of extending credit for the purpose of
      purchasing or carrying margin stock (within the meaning of Regulations T, U
      and
      X, as issued by the Federal Reserve Board), and no proceeds of any purchase
      or
      reinvestment hereunder will be used to purchase or carry any margin stock or
      to
      extend credit to others for the purpose of purchasing or carrying any margin
      stock.




(n)           Each
      Pool Receivable included as an Eligible Receivable in the calculation of the
      Net
      Receivables Pool Balance is an Eligible Receivable.




(o)           No
      event has occurred and is continuing, or would result from a purchase in respect
      of, or reinvestment in respect of, the Purchased Interest or from the
      application of the proceeds therefrom, that constitutes a Termination Event
      or
      an Unmatured Termination Event.




(p)           The
      Seller has accounted for each sale of undivided variable percentage ownership
      interests in Receivables in its books and financial statements as sales,
      consistent with generally accepted accounting principles.




(q)           The
      Seller has complied in all material respects with the Credit and Collection
      Policy of the Originators with regard to each Receivable originated by the
      Originators.




(r)           The
      Seller has complied in all material respects with all of the terms, covenants
      and agreements contained in the Agreement and the other Transaction Documents
      that are applicable to it.







III-3  *STRATEGY
      ENERGY -
      RPA*





(s)           The
      Seller’s complete organizational name is set forth in the preamble to the
      Agreement, and it does not use and has not during the last six years used any
      other organizational name, trade name, doing-business name or fictitious name,
      except as set forth on Schedule IIto the Agreement and except for names
      first used after the date of the Agreement and set forth in a notice delivered
      to the Administrator pursuant to Section 1(1)(iv)of Exhibit IVto
      the Agreement.




(t)           The
      Seller is not an “investment company,” or a company “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended.




(u)           Each
      remittance of Collections by or on behalf of the Seller or pursuant to the
      Transaction Documents and any related accounts of amounts owing hereunder in
      respect of the Funded Purchases will have been (i) in payment of a debt incurred
      by Seller in the ordinary course of business or financial affairs of the Seller
      and (ii) made in the ordinary course of business or financial affairs of the
      Seller.




(v)           Since
      the date of formation of the Seller as set forth in its certificate of
      formation, no event has occurred that has had a Material Adverse Effect with
      respect to the Seller.




2.           Representations
      and Warranties of Strategic Energy, as the Servicer.  Strategic
      Energy, as the Servicer, represents and warrants jointly and severally as
      follows:




(a)           Strategic
      Energy is a limited liability company duly formed, validly existing and in
      good
      standing under the laws of the State of Delaware, and is duly qualified to
      do
      business and is in good standing as a foreign corporation in every jurisdiction
      where the nature of its business requires it to be so qualified, except where
      the failure to be so qualified would not have a Material Adverse
      Effect.




(b)           The
      execution, delivery and performance by Strategic Energy of its obligations
      under
      the Agreement and the other Transaction Documents to which it is a party,
      including the Servicer’s use for the benefit of the Seller of the proceeds of
      purchases and reinvestments:  (i) are within its organizational
      powers; (ii) have been duly authorized by all necessary organizational action;
      (iii) do not contravene or result in a default under or conflict
      with:  (A) its certificate of incorporation, formation, limited
      liability company agreement, by-laws or any other organizational document of
      Strategic Energy, (B) any law, rule or regulation applicable to it, (C) any
      indenture, loan agreement, mortgage, deed of trust or other material agreement
      or instrument to which it is a party or by which it is bound, or (D) any order,
      writ, judgment, award, injunction or decree binding on or affecting it or any
      of
      its property; and (iv) do not result in or require the creation of any Adverse
      Claim upon or with respect to any of its properties.  The Agreement
      and the other Transaction Documents to which Strategic Energy is a party have
      been duly executed and delivered by Strategic Energy.




(c)           No
      authorization, approval or other action by, and no notice to or filing with
      any
      Governmental Authority or other Person, is required for the due execution,
      delivery and performance by Strategic Energy of the Agreement or any other
      Transaction Document to which it is a party.







III-4  *STRATEGIC
      ENERGY
      - RPA*





(d)           Each
      of the Agreement and the other Transaction Documents to which Strategic Energy
      is a party constitutes the legal, valid and binding obligation of Strategic
      Energy enforceable against Strategic Energy in accordance with its terms, except
      as enforceability may be limited by bankruptcy, insolvency, reorganization
      or
      other similar laws from time to time in effect affecting the enforcement of
      creditors’ rights generally and by general principles of equity, regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law.




(e)           The
      balance sheets of Strategic Energy and its consolidated Subsidiaries as at
      December 31, 2006, and the related statements of income and retained earnings
      for the fiscal year then ended, copies of which have been furnished to the
      Administrator, fairly present the financial condition of Strategic Energy and
      its consolidated Subsidiaries as at such date and the results of the operations
      of Strategic Energy and its Subsidiaries for the period ended on such date,
      all
      in accordance with generally accepted accounting principles, consistently
      applied, and since June 30, 2007, there has been no event or circumstances
      which
      have had a Material Adverse Effect.




(f)           There
      is no pending or, to its best knowledge, threatened action or proceeding
      affecting it or any of its Subsidiaries before any Governmental Authority or
      arbitrator that could be expected to have a Material Adverse
      Effect.




(g)           No
      proceeds of any purchase or reinvestment will be used to acquire any equity
      security of a class that is registered pursuant to Section 12 of the Securities
      Exchange Act of 1934.  No proceeds of any purchase or reinvestment
      will be used for any purpose that violates any applicable law, rule or
      regulation, including Regulations T, U or X of the Federal Reserve
      Board.




(h)           Each
      Information Package (if prepared by Strategic Energy or one of its Affiliates,
      or to the extent that information contained therein is supplied by Strategic
      Energy or an Affiliate), exhibit, financial statement, document, book, record,
      report or other information furnished or to be furnished at any time by or
      on
      behalf of Strategic Energy to the Administrator in connection with the
      Agreement, taken as a whole, is or will be complete and accurate in all material
      respects as of its date or (except as otherwise disclosed to the Administrator
      at such time) as of the date so furnished; provided, however, that if such
      Information Package is incomplete or inaccurate solely due to its inclusion
      of
      an untrue representation or warranty with respect to any Pool Receivable as
      set
      forth in Section 1(g) or (n)of Exhibit III, and
      such Pool Receivable has been repurchased in accordance with Section
      1.4(e)(ii), such incompleteness or inaccuracy shall not effect the
      completeness and accuracy of such Information Package.




(i)           The
      principal place of business, chief executive office and state of formation
      (as
      such terms are used in the UCC) of Strategic Energy and the office where it
      keeps its records concerning the Receivables are located at the address referred
      to in Section 2(b) of Exhibit IV to the Agreement.




(j)           Strategic
      Energy is not in violation of any order of any court, arbitrator or Governmental
      Authority, which is reasonably likely to have a Material Adverse
      Effect.







III-5 *STRATEGIC
      ENERGY
      - RPA*





(k)           Neither
      Strategic Energy nor any of its Affiliates has any direct or indirect ownership
      or other financial interest in any Conduit Purchaser.




(l)           Strategic
      Energy has complied in all material respects with the Credit and Collection
      Policy of the Originators with regard to each Receivable originated by the
      Originators.




(m)           Strategic
      Energy has complied in all material respects with all of the terms, covenants
      and agreements contained in the Agreement and the other Transaction Documents
      that are applicable to it.




(n)           Strategic
      Energy is not an “investment company” or a company “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended, as amended.












III-6 ***STRATEGIC
      ENERGY - RPA*





**EXHIBIT
      IV**


**COVENANTS**




1.           Covenants
      of the Seller.  Until the latest of (i) the Facility Termination
      Date, (ii) the date on which no Capital of or Discount in respect of the
      Purchased Interest shall be outstanding, (iii) the date on which an amount
      equal
      to 100% of the LC Participation Amount has been deposited in the LC Collateral
      Account and all Letters of Credit have expired and (iv) the date all other
      amounts owed by the Seller under the Agreement to the Purchasers, the Purchaser
      Agents, the Administrator and any other Indemnified Party or Affected Person
      shall be paid in full:




(a)           Compliance
      with Laws, Etc.  The Seller shall comply with all applicable laws,
      rules, regulations and orders, and preserve and maintain its organizational
      existence in good standing, and its rights, franchises, qualifications and
      privileges, except to the extent that the failure so to comply with such laws,
      rules, regulations and orders or the failure so to preserve and maintain such
      rights, franchises, qualifications and privileges would not have a Material
      Adverse Effect.




(b)           Offices,
      Records and Books of Account, Etc.  The Seller:  (i)
      shall keep its principal place of business, chief executive office and state
      of
      formation (as such terms or similar terms are used in the UCC) and the office
      where it keeps its records concerning the Receivables at the address of the
      Seller set forth on Schedule IV or, pursuant to clause (1)(iv)
      below, at any other locations in jurisdictions where all actions reasonably
      requested by the Administrator to protect and perfect the interest of the
      Administrator in the Receivables and related items (including the Pool Assets)
      have been taken and completed and (ii) shall provide the Administrator with
      at
      least 30 days’ written notice before making any change in the Seller’s name or
      making any other change in the Seller’s identity or organizational structure
      (including a Change in Control) that could render any UCC financing statement
      filed in connection with this Agreement “seriously misleading” as such term (or
      similar term) is used in the UCC; each notice to the Administrator pursuant
      to
      this sentence shall set forth the applicable change and the effective date
      thereof.  The Seller also will maintain and implement (or cause the
      Servicer to maintain and implement) administrative and operating procedures
      (including an ability to recreate records evidencing Receivables and related
      Contracts in the event of the destruction of the originals thereof), and keep
      and maintain (or cause the Servicer to keep and maintain) all documents, books,
      records, computer tapes and disks and other information reasonably necessary
      or
      advisable for the collection of all Receivables (including records adequate
      to
      permit the daily identification of each Receivable and all Collections of and
      adjustments to each existing Receivable).




(c)           Performance
      and Compliance with Contracts and Credit and Collection
      Policy.  The Seller shall (and shall cause the Servicer to), at
      its expense, timely and fully perform and comply with all material provisions,
      covenants and other promises required to be observed by it under the Contracts
      related to the Receivables, and timely and fully comply in all material respects
      with the applicable Credit and Collection Policy with regard to each Receivable
      and the related Contract.






STRATEGIC
      ENERGY
      - RPA











(d)           Ownership
      Interest, Etc.  The Seller shall (and shall cause the Servicer
      to), at its expense, take all action (i) necessary and (ii) desirable to the
      Administrator (as reasonably requested by the Administrator) to establish and
      maintain a valid and enforceable undivided variable percentage ownership or
      security interest, to the extent of the Purchased Interest, in the Pool
      Receivables, the Related Security and Collections with respect thereto, and
      a
      first priority perfected security interest in the Pool Assets, in each case
      free
      and clear of any Adverse Claim, in favor of the Administrator (on behalf of
      each
      Purchaser), including taking such action to perfect, protect or more fully
      evidence the interest of each Purchaser as a Purchaser, through the
      Administrator, may reasonably request.  The Seller shall from time to
      time and within the time limits established by law prepare and present to the
      Administrator for the Administrator’s authorization and approval all financing
      statements, amendments, continuations or initial financing statements in lieu
      of
      a continuation statement, or other filings necessary to continue, maintain
      and
      perfect the Administrator’s (on behalf of the Purchasers) security interest in
      the Pool Assets as a first-priority interest.  The Administrator’s
      approval of such filings shall authorize the Seller to file such financing
      statements under the UCC without the signature of the Seller or the
      Administrator or any Purchaser where allowed by applicable
      law.  Notwithstanding anything else in the Transaction Documents to
      the contrary, until the date following the Facility Termination Date on which
      all amounts and other obligations owed pursuant to the Transaction Documents
      shall have been paid in full, neither the Seller, the Servicer nor any other
      Person shall have any authority to file a termination, partial termination,
      release or partial release or any amendment that deletes the name of a debtor
      or
      excludes collateral of any such financing statements without the prior written
      consent of the Administrator.




(e)           Sales,
      Liens, Etc.  The Seller shall not sell, assign (by operation of
      law or otherwise) or otherwise dispose of, or create or suffer to exist any
      Adverse Claim (other than Permitted Liens) upon or with respect to, any or
      all
      of its right, title or interest in, to or under any Pool Assets (including
      the
      Seller’s undivided interest in any Receivable, Related Security or Collections,
      or upon or with respect to any account to which any Collections of any
      Receivables are sent), or assign any right to receive income in respect of
      any
      items contemplated by this paragraph.




(f)           Extension
      or Amendment of Receivables.  Except as provided in the Credit and
      Collection Policy, the Seller shall not, and shall not permit the Servicer
      to,
      extend the maturity or adjust the Outstanding Balance or otherwise modify the
      terms of any Pool Receivable in any material respect, or amend, modify or waive,
      in any material respect, any term or condition of any related Contract (which
      term or condition relates to payments under, or the enforcement of, such
      Contract).




(g)           Change
      in Business or Credit and Collection Policy.  The Seller shall not
      without the prior written consent of the Administrator and each Purchaser Agent
      make (or permit any Originator to make) any material change in the character
      of
      its business or in any Credit and Collection Policy, or any change in any Credit
      and Collection Policy that could have a Material Adverse Effect with respect
      to
      the Receivables.  The Seller shall not make (or permit the any
      Originator to make) any other change to any Credit and Collection Policy without
      giving 30 days’ prior written notice thereof to the Administrator and the
      Purchaser Agents.







IV-2 ***STRATEGIC
      ENERGY - RPA*





(h)           Audits.  The
      Seller shall (and shall cause the Originators to), from time to time during
      regular business hours as reasonably requested in advance at least 2 days prior
      to each such audit (unless a Termination Event or Unmatured Termination Event
      exists) by the Administrator, permit the Administrator, or its agents or
      representatives:  (i) to examine and make copies of and abstracts from
      all books, records and documents (including computer tapes and disks) in the
      possession or under the control of the Seller (or the Originators) relating
      to
      Receivables and the Related Security, including the related Contracts, (ii)
      to
      visit the offices and properties of the Seller and each Originator for the
      purpose of examining such materials described in clause (i) above, and to
      discuss matters relating to Receivables and the Related Security or the
      Seller’s, Strategic Energy’s or any Originator’s performance under the
      Transaction Documents or under the Contracts with any of the officers,
      employees, agents or contractors of the Seller, Strategic Energy or any
      Originator having knowledge of such matters and (iii) without limiting the
      clauses (i) and (ii) above, to engage certified public accountants
      or other auditors acceptable to the Seller and the Administrator to conduct,
      at
      the Seller’s expense, a review of the Seller’s books and records with respect to
      such Receivables, provided, that at any time when no Termination Event exists
      and is continuing, the Seller shall be required to reimburse the Administrator
      for only two (2) such audits per year.




(i)           Change
      in Lock-Box Banks, Lock-Box Accounts and Payment Instructions
      to  Obligors.  The Seller shall not, and shall not
      permit the Servicer or any Originator to, add or terminate any bank as a
      Lock-Box Bank or any account as a Lock-Box Account from those listed in
Schedule IIto the Agreement, or make any change in its instructions to
      Obligors regarding payments to be made to the Seller, any Originator, the
      Servicer or any Lock-Box Account (or related post office box), unless the
      Administrator shall have consented thereto in writing prior to such termination
      or instruction and the Administrator shall have received copies of all
      agreements and documents (including Lock-Box Agreements) that it may request
      in
      connection therewith.




(j)           Deposits
      to Lock-Box Accounts.  The Seller shall (or shall cause the
      Servicer to):   (i) instruct all Obligors to make payments of all
      Receivables to one or more Lock-Box Accounts or to post office boxes to which
      only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause
      all items and amounts relating to such Receivables received in such post office
      boxes to be removed and deposited into a Lock-Box Account on a daily basis),
      and
      (ii) deposit, or cause to be deposited, any Collections received by it, the
      Servicer or any Originator into Lock-Box Accounts not later than one (1)
      Business Day after receipt thereof.  Each Lock-Box Account shall at
      all times be subject to a Lock-Box Agreement.  The Seller will not
      (and will not permit the Servicer to) deposit or otherwise credit, or cause
      or
      permit to be so deposited or credited, to any Lock-Box Account cash or cash
      proceeds other than Collections; provided, that, in the event that any
      cash or cash proceeds related to any Excluded Receivable is deposited or
      credited to any Lock-Box Account, the Servicer shall cause all such amounts
      to
      be redirected to the Person entitled thereto within one (1) Business Day after
      the crediting or depositing of such amount into such Lock-Box
      Account.




(k)           Marking
      of Records.  At its expense, the Seller shall:  (i)
      identify (or cause the Servicer to mark) its master data processing records
      relating to Pool Receivables and related Contracts, including with a legend
      evidencing that the undivided percentage ownership interests with regard to
      the
      Purchased Interest related to such Receivables and related Contracts have
      been







IV-3  *STRATEGIC
      ENERGY
      - RPA*





sold
      in
      accordance with the Agreement, and (ii) cause each Originator so to mark its
      master data processing records pursuant to the Sale Agreement.




(l)           Reporting
      Requirements.  The Seller will provide to the Administrator and
      each Purchaser Agent (in multiple copies, if requested by the Administrator
      or
      the Purchaser Agent, as applicable) the following:




(i)           as
      soon as available and in any event within 90 days after the end of each fiscal
      year of the Seller, a copy of the annual report for such year for the Seller,
      containing unaudited financial statements for such year certified as to accuracy
      by the chief financial officer or treasurer of the Seller;




(ii)           as
      soon as possible and in any event within three days after the occurrence of
      each
      Termination Event or Unmatured Termination Event, a statement of the chief
      financial officer or treasurer of the Seller setting forth details of such
      Termination Event or Unmatured Termination Event and the action that the Seller
      has taken and proposes to take with respect thereto;




(iii)           promptly
      after the filing or receiving thereof, copies of all reports and notices that
      the Seller, any Affiliate or any ERISA Affiliate files under ERISA with the
      Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.
      S.  Department of Labor or that the Seller or any Affiliate receives
      from any of the foregoing or from any multiemployer plan (within the meaning
      of
      Section 400l(a)(3) of ERISA) to which the Seller or any of its Affiliates is
      or
      was, within the preceding five years, a contributing employer, in each case
      in
      respect of the assessment of withdrawal liability or an event or condition
      that
      could, in the aggregate, reasonably be expected to result in the imposition
      of
      liability on the Seller and/or any such Affiliate;




(iv)           at
      least thirty days before any change in the Seller’s name or any other change
      requiring the amendment of UCC financing statements, a notice setting forth
      such
      changes and the effective date thereof;




(v)           promptly
      after any Responsible Officer of the Seller obtains knowledge thereof, notice
      of
      any:  (A) material litigation, investigation or proceeding that may
      exist at any time between the Seller and any Person or (B) material litigation
      or proceeding relating to any Transaction Document;




(vi)           promptly
      after the occurrence thereof, notice of a material adverse change in the
      business, operations, property or financial or other condition of the Seller,
      the Servicer or any Originator;




(vii)           promptly
      after any Responsible Officer of the Seller obtains knowledge thereof, notice
      of
      the failure of any representation or warranty to be true (when made or at any
      time thereafter) with respect to the Receivables included in the Receivables
      Pool;




(viii)                      notice
      that (A) any Person shall obtain an Adverse Claim upon the Pool Receivables
      or
      Collections with respect thereto, (B) any Person other than the Seller, the
      Servicer or the Administrator shall obtain any rights or direct any action
      with
      respect to







IV-4  *STRATEGIC
      ENERGY
      - RPA*





any
      Lock-Box Account (or related lock-box or post office box) or (C) any Obligor
      shall receive any change in payment instructions with respect to Pool
      Receivable(s) from a Person other than the Servicer or the Administrator;
      and




(ix)           such
      other information (including non-financial information) respecting the
      Receivables or the condition or operations, financial or otherwise, of the
      Seller or any of its Affiliates as the Administrator or any Purchaser Agent
      may
      from time to time reasonably request.




(m)           Certain
      Agreements.  Without the prior written consent of the
      Administrator, the Seller will not (and will not permit the Originators to)
      amend, modify, waive, revoke or terminate any Transaction Document to which
      it
      is a party or any provision of Seller’s certificate of formation, limited
      liability company agreement or other organizational document of the
      Seller.




(n)           Restricted
      Payments.




(i)           Except
      pursuant to clause (ii) below, the Seller will not:  (A)
      purchase or redeem any shares of its capital stock, (B) declare or pay any
      dividend or set aside any funds for any such purpose, (C) prepay, purchase
      or
      redeem any Debt, (D) lend or advance any funds or (E) repay any loans or
      advances to, for or from any of its Affiliates (the amounts described in
clauses (A) through (E) being referred to as “Restricted
      Payments”).




(ii)           Subject
      to the limitations set forth in clause (iii)below, the Seller may make
      Restricted Payments so long as such Restricted Payments are made only in one
      or
      more of the following ways:  (A) the Seller may make cash payments
      (including prepayments) on the Company Notes in accordance with their terms,
      and
      (B) if no amounts are then outstanding under the Company Notes, the Seller
      may
      declare and pay distributions.




(iii)           The
      Seller may make Restricted Payments only out of the funds it receives pursuant
      to Sections 1.4(b)(ii) and (iv) and Section 1.4(d) of the
      Agreement.  Furthermore, the Seller shall not pay, make or
      declare:  (A) any distributions if, after giving effect thereto, the
      Seller’s tangible net worth (as determined in accordance with generally accepted
      accounting principles, consistently applied) would be less than $10,000,000,
      or
      (B) any Restricted Payment (including any dividend) if, after giving effect
      thereto, any Termination Event or Unmatured Termination Event shall have
      occurred and be continuing.




(o)           Other
      Business.  The Seller will not:  (i) engage in any
      business other than the transactions contemplated by the Transaction Documents;
      (ii) create, incur or permit to exist any Debt of any kind (or cause or permit
      to be issued for its account any letters of credit or bankers’ acceptances)
      other than pursuant to this Agreement or any Company Note; or (iii) form any
      Subsidiary or make any investments in any other Person; provided, however,
      that
      the Seller shall be permitted to incur minimal obligations to the extent
      necessary for the day-to-day operations of the Seller (such as expenses for
      stationery, audits, maintenance of legal status, etc.).







IV-5  *STRATEGIC
      ENERGY
      - RPA*





(p)           Use
      of Seller’s Share of Collections.  The Seller shall apply the
      Seller’s Share of Collections to make payments in the following order of
      priority:  (i) the payment of its expenses (including all obligations
      payable to the Conduit Purchasers and the Administrator under the Agreement
      and
      under the Fee Letters); (ii) the payment of accrued and unpaid interest on
      the
      Company Notes; and (iii) other legal and valid organizational
      purposes.




(q)           Tangible
      Net Worth.  The Seller will not permit its tangible net worth (as
      determined in accordance with generally accepted accounting principles,
      consistently applied), at any time, to be less than $10,000,000.




(r)           Fundamental
      Changes. The Seller shall not, without the prior written consent of the
      Administrator and the Majority Purchaser Agents, permit itself (i) to merge
      or
      consolidate with or into, or convey, transfer, lease or otherwise dispose of
      (whether in one transaction or in a series of transactions) all or substantially
      all of its assets (whether now owned or hereafter acquired) to, any Person
      or
      (ii) to be owned directly or indirectly by any Person other than Strategic
      Energy or an Affiliate thereof and thereby cause Strategic Energy’s percentage
      of ownership or control of the Seller to be reduced.




2.           Covenants
      of Strategic Energy as the Servicer.  Until the latest of (i) the
      Facility Termination Date, (ii) the date on which no Capital of or Discount
      in
      respect of the Purchased Interest shall be outstanding, (iii) the date on which
      an amount equal to 100% of the LC Participation Amount has been deposited in
      the
      LC Collateral Account and all Letters of Credit have expired and (iv) the date
      all other amounts owed by the Seller under the Agreement to the Purchasers,
      the
      Administrator and any other Indemnified Party or Affected Person shall be paid
      in full:




(a)           Compliance
      with Laws, Etc.  The Servicer shall comply (and shall cause the
      Originators to comply) in all material respects with all applicable laws, rules,
      regulations and orders, and preserve and maintain its organizational existence
      in good standing, and its rights, franchises, qualifications and privileges,
      except to the extent that the failure so to comply with such laws, rules,
      regulations or orders or the failure so to preserve and maintain such existence,
      rights, franchises, qualifications and privileges would not have a Material
      Adverse Effect.




(b)           Offices,
      Records and Books of Account, Etc.  The Servicer shall keep (and
      shall cause the Originators to keep) its principal place of business, chief
      executive office and state of formation (as such terms or similar terms are
      used
      in the applicable UCC) and the office where it keeps its records concerning
      the
      Receivables at the address(es) set forth on Schedule IVor, upon at least
      30 days’ prior written notice of a proposed change to the Administrator, at any
      other locations in jurisdictions where all actions reasonably requested by
      the
      Administrator to protect and perfect the interest of the Administrator and
      the
      Purchasers in the Receivables and related items (including the Pool Assets)
      have
      been taken and completed.  The Servicer also will (and will cause the
      Originators to) maintain and implement administrative and operating procedures
      (including an ability to recreate records evidencing Receivables and related
      Contracts in the event of the destruction of the originals thereof), and keep
      and maintain all documents, books, records, computer tapes and disks and other
      information reasonably necessary or advisable for the collection of all
      Receivables (including records adequate to permit the daily identification
      of
      each Receivable and all Collections of and adjustments to each existing
      Receivable).







IV-6  *STRATEGIC
      ENERGY
      - RPA*





(c)           Performance
      and Compliance with Contracts and Credit and Collection
      Policy.  The Servicer shall (and shall cause the Originators to),
      at its expense, timely and fully perform and comply with all material
      provisions, covenants and other promises required to be observed by it under
      the
      Contracts related to the Receivables, and timely and fully comply in all
      material respects with the Credit and Collection Policy with regard to each
      Receivable and the related Contract.




(d)           Extension
      or Amendment of Receivables.  Except as provided in the Credit and
      Collection Policy, the Servicer and, to the extent that it ceases to be the
      Servicer, Strategic Energy, shall not extend (and shall not permit the
      Originators to extend), the maturity or adjust the Outstanding Balance or
      otherwise modify the terms of any Pool Receivable in any material respect,
      or
      amend, modify or waive, in any material respect, any term or condition of any
      related Contract (which term or condition relates to payments under, or the
      enforcement of, such Contract).




(e)           Change
      in Business or Credit and Collection Policy.  The Servicer shall
      not make (and shall not permit the Originators to make) (i) without the prior
      written consent of the Administrator and each Purchaser Agent, any material
      change in the character of its business or in any Credit and Collection Policy,
      or (ii) any change in any Credit and Collection Policy that could have a
      Material Adverse Effect.  The Servicer shall not make (and shall not
      permit the Originators to make) any other change in any Credit and Collection
      Policy without giving prior written notice thereof to the Administrator and
      each
      Purchaser Agent.




(f)           Audits.  The
      Servicer shall (and shall cause the Originators to), from time to time during
      regular business hours as reasonably requested in advance (unless a Termination
      Event or Unmatured Termination Event exists) by the Administrator, permit the
      Administrator, or its agents or representatives:  (i) to examine and
      make copies of and abstracts from all books, records and documents (including
      computer tapes and disks) in its possession or under its control relating to
      Receivables and the Related Security, including the related Contracts; (ii)
      to
      visit its offices and properties for the purpose of examining such materials
      described in clause (i) above, and to discuss matters relating to
      Receivables and the Related Security or its performance hereunder or under
      the
      Contracts with any of its officers, employees, agents or contractors having
      knowledge of such matters and (iii), without limiting the clauses (i) and
(ii) above, to engage certified public accountants or other auditors
      acceptable to the Servicer and the Administrator to conduct, at the Servicer’s
      expense (such review shall not be at the Servicer’s expense if the Administrator
      has previously conducted a review within the current fiscal year unless a
      Termination Event has occurred and is continuing (in which case such review
      shall be at the Seller’s expense)), a review of the Servicer’s books and records
      with respect to such Receivables.




(g)           Change
      in Lock-Box Banks, Lock-Box Accounts and Payment Instructions
      to  Obligors.  The Servicer shall not (and shall not
      permit any Originators to) add or terminate any bank as a Lock-Box Bank or
      any
      account as a Lock-Box Account from those listed in Schedule II to the
      Agreement, or make any change in its instructions to Obligors regarding payments
      to be made to the Servicer or any Lock-Box Account (or related post office
      box),
      unless the Administrator shall have consented thereto in writing and the
      Administrator shall have prior to







IV-7  *STRATEGIC
      ENERGY
      - RPA*





such
      termination and instruction received copies of all agreements and documents
      (including Lock-Box Agreements) that it may request in connection
      therewith.




(h)           Deposits
      to Lock-Box Accounts.  The Servicer shall:  (i) instruct
      all Obligors to make payments of all Receivables to one or more Lock-Box
      Accounts or to post office boxes to which only Lock-Box Banks have access (and
      shall instruct the Lock-Box Banks to cause all items and amounts relating to
      such Receivables received in such post office boxes to be removed and deposited
      into a Lock-Box Account on a daily basis); and (ii) deposit, or cause to be
      deposited, any Collections received by it into Lock-Box Accounts not later
      than
      one Business Day after receipt thereof.  Each Lock-Box Account shall
      at all times be subject to a Lock-Box Agreement.




(i)           Preservation
      of Security Interest.  The Servicer shall (and shall cause the
      Seller to) take any and all action as the Administrator may require to preserve
      and maintain the perfection and priority of the security interest of the
      Administrator in the Pool Assets pursuant to this Agreement.




(j)           Marking
      of Records.  At its expense, the Servicer shall mark its master
      data processing records relating to Pool Receivables and related Contracts
      with
      a legend evidencing that the undivided percentage ownership interests with
      regard to the Purchased Interest related to such Receivables and related
      Contracts have been sold in accordance with the Agreement.




(k)           Excluded
      Receivable Amounts.  In the event that any cash or cash proceeds
      related to any Excluded Receivable is deposited or credited to any Lock-Box
      Account, the Servicer, at its expense, shall cause all such amounts to be
      redirected to the Person entitled thereto within one (1) Business Day after
      the
      crediting or depositing of such amount into such Lock-Box Account.




(l)           Reporting
      Requirements.  Strategic Energy shall provide to the Administrator
      and each Purchaser Agent (in multiple copies, if requested by the Administrator
      or the Purchaser Agents, as applicable) the following:




(i)           as
      soon as available and in any event within 60 days after the end of the first
      three quarters of each fiscal year of Strategic Energy, balance sheets of
      Strategic Energy and the consolidated Subsidiaries of Strategic Energy as of
      the
      end of such quarter and statements of income, retained earnings and cash flow
      of
      Strategic Energy and consolidated Subsidiaries of Strategic Energy for the
      period commencing at the end of the previous fiscal year and ending with the
      end
      of such quarter, certified by the chief financial officer or treasurer of such
      Person;




(ii)           as
      soon as available and in any event within 90 days after the end of each fiscal
      year of Strategic Energy, a copy of the annual report for such year for
      Strategic Energy and its consolidated Subsidiaries, containing financial
      statements for such year audited by independent certified public accountants
      of
      nationally recognized standing;




(iii)           together
      with the financial statements required in (i) and (ii) above, a compliance
      certificate in substantially the form of Annex D signed by the senior
      financial







IV-8  *STRATEGIC
      ENERGY
      - RPA*





officer
      or treasurer of the Seller or Strategic Energy, or such other Person as may
      be
      acceptable to the Administrator;




(iv)           as
      to the Servicer only, as soon as available and in any event not later than
      two
      (2) Business Days prior to the Monthly Settlement Date, an Information Package
      as of the most recently completed calendar month or, if in the opinion of the
      Administrator reasonable grounds for insecurity exist with respect to the
      collectibility of the Pool Receivables or with respect to the Seller or
      Servicer’s performance or ability to perform its obligations under the
      Agreement, within six (6) Business Days of a request by the Administrator,
      supplemental interim information relating to the Receivables to the extent
      that
      such information is reasonably obtainable for such periods as is specified
      by
      the Administrator (but in no event more frequently than weekly);




(v)           as
      soon as possible and in any event within three days after occurrence of each
      Termination Event or Unmatured Termination Event, a statement of the chief
      financial officer of Strategic Energy setting forth details of such Termination
      Event or Unmatured Termination Event and the action that such Person has taken
      and proposes to take with respect thereto;




(vi)           promptly
      after the sending or filing thereof, copies of all reports that Strategic Energy
      sends to any of its security holders, and copies of all reports and registration
      statements that Strategic Energy or any Subsidiary files with the Securities
      and
      Exchange Commission or any national securities exchange; provided, that any
      filings with the Securities and Exchange Commission that have been granted
      “confidential” treatment shall be provided promptly after such filings have
      become publicly available;




(vii)           promptly
      after the filing or receiving thereof notice of and, upon the request of the
      Administrator, copies of all reports and notices that Strategic Energy or any
      Affiliate or ERISA Affiliate of Strategic Energy files under ERISA with the
      Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.
      S.  Department of Labor or that such Person or any of its Affiliates
      receives from any of the foregoing or from any multiemployer plan (within the
      meaning of Section 4001(a)(3) of ERISA) to which such Person or any Affiliate
      of
      Strategic Energy is or was, within the preceding five years, a contributing
      employer, in each case in respect of the assessment of withdrawal liability
      or
      an event or condition that would reasonably be expected, in the aggregate,
      to
      result in the imposition of material liability on Strategic Energy and/or any
      such Affiliate;




(viii)                      at
      least thirty days before any change in Strategic Energy’s or any Originator’s
      name or any other change requiring the amendment of UCC financing statements,
      a
      notice setting forth such changes and the effective date thereof;




(ix)           promptly
      after a Responsible Officer of Strategic Energy obtains knowledge thereof,
      notice of any:  (A) litigation, investigation or proceeding that may
      exist at any time between Strategic Energy or any of its Subsidiaries and any
      Governmental Authority that, if not cured or if adversely determined, as the
      case may be, would have a Material Adverse Effect; (B) litigation or proceeding
      adversely affecting







IV-9  *STRATEGIC
      ENERGY
      - RPA*





such
      Person or any of its Subsidiaries in which the amount involved is $5,000,000
      or
      more or in which injunctive or similar relief is sought; or (C) litigation
      or
      proceeding relating to any Transaction Document;




(x)           promptly
      after the occurrence thereof, notice of a material adverse change in the
      business, operations, property or financial or other condition of Strategic
      Energy or any of its Subsidiaries or any individual Originator;




(xi)           the
      occurrence of a default or any event of default under any other financing
      arrangement evidencing $7,500,000 or more of indebtedness pursuant to which
      Strategic Energy or any Originator is a debtor or an obligor;




(xii)           promptly
      after any Responsible Officer of Strategic Energy obtains knowledge thereof,
      notice of the failure of any representation or warranty to be true (when made
      or
      at any time thereafter) with respect to the Receivables included in the
      Receivables Pool;




(xiii)                      notice
      that (A) any Person shall obtain an Adverse Claim upon the Pool Receivables
      or
      Collections with respect thereto, (B) any Person other than the Seller, the
      Servicer or the Administrator shall obtain any rights or direct any action
      with
      respect to any Lock-Box Account (or related lock-box or post office box) or
      (C)
      any Obligor shall receive any change in payment instructions with respect to
      Pool Receivable(s) from a Person other than the Servicer or the
      Administrator;




(xiv)  on
      or prior to March 31, June 30, September 30 and December 31 of each calendar
      year, beginning on December 31, 2007, an updated version of Schedule VI
      hereto; and




(xv)
      such
      other information respecting the Receivables or the condition or operations,
      financial or otherwise, of Strategic Energy or any of its Affiliates as the
      Administrator may from time to time reasonably request.




3.           Separate
      Existence.  Each of the Seller and Strategic Energy hereby
      acknowledges that the Purchasers, the Conduit Purchasers and the Administrator
      are entering into the transactions contemplated by this Agreement and the other
      Transaction Documents in reliance upon the Seller’s identity as a legal entity
      separate from Strategic Energy and its Affiliates.  Therefore, from
      and after the date hereof, each of the Seller and Strategic Energy shall take
      all steps specifically required by the Agreement or reasonably requested by
      the
      Administrator (with reasonable notice to the Seller) to continue the Seller’s
      identity as a separate legal entity and to make it apparent to third Persons
      that the Seller is an entity with assets and liabilities distinct from those
      of
      Strategic Energy and any other Person, and is not a division of Strategic
      Energy, its Affiliates or any other Person.  Without limiting the
      generality of the foregoing and in addition to and consistent with the other
      covenants set forth herein, each of the Seller and Strategic Energy shall take
      such actions as shall be required in order that:




(a)           The
      Seller will be a limited purpose limited liability company whose activities
      are
      restricted in its limited liability company agreement to:  (i)
      purchasing or otherwise acquiring from the Originators (or their Affiliates),
      owning, holding, granting security interests or selling







IV-10  *STRATEGIC
      ENERGY
      - RPA*





interests
      in Pool Assets (or other receivables originated by the Originators or their
      Affiliates, and certain related assets), (ii) entering into agreements for
      the
      selling and servicing of the Receivables Pool (or other receivables pools
      originated by the Originators or their Affiliates), and (iii) conducting such
      other activities as are necessary or appropriate to carry out such
      activities;




(b)           The
      Seller shall not engage in any business or activity except as set forth in
      this
      Agreement and the other Transaction Documents nor incur any indebtedness or
      liability, other than as expressly permitted by the Transaction
      Documents;




(c)           Not
      less than one member of the Seller’s Directors (the “Independent
      Director”) shall be an individual who is not and has not been, within the
      preceding five (5) years, a direct, indirect or beneficial stockholder, officer,
      director, employee, affiliate, associate, customer, creditor, consultant or
      supplier of Strategic Energy or any of its Affiliates.  The Seller’s
      limited liability agreement shall provide that:  (i) the Seller’s
      Board of Directors shall not approve, or take any other action to cause the
      filing of, or join in any filing of, a voluntary bankruptcy or insolvency
      petition, dissolution, liquidation, consolidation, merger, sale of all or
      substantially all of its assets, assignment for the benefit of creditors, admit
      in writing its inability to pay its debts generally as they become due, or
      to
      engage in any other business or activity with respect to the Seller unless
      the
      Independent Director shall approve the taking of such action in writing before
      the taking of such action, and (ii) such provision cannot be amended without
      the
      prior written consent of the Independent Director;




(d)           The
      Independent Director shall not at any time serve as a trustee in bankruptcy
      for
      the Seller, Strategic Energy or any Affiliate thereof;




(e)           Any
      employee, consultant or agent of the Seller will be compensated from the
      Seller’s funds for services provided to the Seller.  The Seller will
      not engage any agents other than its attorneys, auditors and other
      professionals, and a servicer and any other agent contemplated by the
      Transaction Documents for the Receivables Pool, which servicer will be fully
      compensated for its services by payment of the Servicing Fee, and a manager,
      which manager will be fully compensated from the Seller’s funds;




(f)           The
      Seller will contract with the Servicer to perform for the Seller all operations
      required on a daily basis to service the Receivables Pool.  The Seller
      will pay the Servicer the Servicing Fee pursuant hereto.  The Seller
      will not incur any material indirect or overhead expenses for items shared
      with
      Strategic Energy (or any other Affiliate thereof) that are not reflected in
      the
      Servicing Fee.  To the extent, if any, that the Seller (or any
      Affiliate thereof) shares items of expenses not reflected in the Servicing
      Fee
      or the manager’s fee, such as legal, auditing and other professional services,
      such expenses will be allocated to the extent practical on the basis of actual
      use or the value of services rendered, and otherwise on a basis reasonably
      related to the actual use or the value of services rendered; it being
      understood that Strategic Energy shall pay all expenses relating to the
      preparation, negotiation, execution and delivery of the Transaction Documents,
      including legal, agency and other fees;




(g)           The
      Seller’s operating expenses will not be paid by Strategic Energy or any other
      Affiliate thereof;







IV-11 *STRATEGIC
      ENERGY
      - RPA*





(h)           All
      of the Seller’s business correspondence and other communications shall be
      conducted in the Seller’s own name and on its own separate
      stationery;




(i)           The
      Seller’s books and records will be maintained separately from those of Strategic
      Energy and any other Affiliate thereof and any other Person;




(j)           All
      financial statements of Strategic Energy or any Affiliate thereof that are
      consolidated to include Seller will contain detailed notes clearly stating
      that:  (i) a special purpose entity exists as a Subsidiary of
      Strategic Energy, and (ii) the Originators have sold receivables and other
      related assets to such special purpose Subsidiary that, in turn, has sold
      undivided interests therein to certain financial institutions and other
      entities;




(k)           The
      Seller’s assets will be maintained in a manner that facilitates their
      identification and segregation from those of Strategic Energy or any Affiliate
      thereof and any other Person;




(l)           The
      Seller will strictly observe organizational formalities in its dealings with
      Strategic Energy or any Affiliate thereof, and funds or other assets of the
      Seller will not be commingled with those of Strategic Energy or any Affiliate
      thereof except as permitted by the Agreement in connection with servicing the
      Pool Receivables.  The Seller shall not maintain joint bank accounts
      or other depository accounts to which Strategic Energy or any Affiliate thereof
      or any other Person has independent access (other than the Servicer in such
      capacity) and the Seller shall use separate invoices and checks from any other
      Person.  The Seller is not named, and has not entered into any
      agreement to be named, directly or indirectly, as a direct or contingent
      beneficiary or loss payee on any insurance policy with respect to any loss
      relating to the property of Strategic Energy or any Subsidiary or other
      Affiliate of Strategic Energy.  The Seller will pay to the appropriate
      Affiliate the marginal increase or, in the absence of such increase, the market
      amount of its portion of the premium payable with respect to any insurance
      policy that covers the Seller and such Affiliate;




(m)           The
      Seller will maintain arm’s-length relationships with Strategic Energy (and any
      Affiliate thereof).  Any Person that renders or otherwise furnishes
      services to the Seller will be compensated by the Seller at market rates for
      such services it renders or otherwise furnishes to the
      Seller.  Neither the Seller nor Strategic Energy will be or will hold
      itself out to be responsible for the debts of the other or the decisions or
      actions respecting the daily business and affairs of the other.  The
      Seller and Strategic Energy will immediately correct any known misrepresentation
      with respect to the foregoing, and they will not operate or purport to operate
      as an integrated single economic unit with respect to each other or in their
      dealing with any other entity;




(n)           Strategic
      Energy shall not pay the salaries of Seller’s employees, if any;




(o)           The
      Seller does not and will not hold itself responsible for the obligations of
      any
      other Person, and shall not guarantee or become liable for the debts of any
      other Person;




(p)           The
      Seller will conduct its business in its own name and shall hold itself out
      as a
      separate entity from any other Person;







IV-12  *STRATEGIC
      ENERGY
      - RPA*





(q)           The
      Seller shall maintain (i) a sufficient number of employees and/or arrange for
      appropriate contracts with service providers to provide necessary services
      to
      the Seller and (ii) adequate capital in light of its contemplated business
      activities;




(r)           The
      Seller shall not acquire the obligations or securities of any of its
      shareholders; and




(s)           The
      Seller shall not pledge its assets for the benefit of any other Person or make
      any loans or advances to any other Person, except pursuant to the Transaction
      Documents.












IV-13  *STRATEGIC
      ENERGY
      - RPA*





**EXHIBIT
      V**


**TERMINATION
      EVENTS**




Each
      of
      the following shall be a “Termination Event”:




(a)           (i)
      the Seller, any Originator or the Servicer (if Strategic Energy or any of its
      Affiliates) shall fail to perform or observe any term, covenant or agreement
      under the Agreement or any other Transaction Document and, except as otherwise
      provided herein, such failure shall continue for 10 Business Days after
      knowledge or notice thereof, (ii) the Seller or the Servicer shall fail to
      make
      when due any payment or deposit to be made by it under the Agreement or any
      other Transaction Document and such failure shall continue unremedied for 2
      days
      or (iii) Strategic Energy shall resign as Servicer, and no successor Servicer
      reasonably satisfactory, to the Administrator shall have been
      appointed;




(b)           Strategic
      Energy (or any Affiliate thereof) shall fail to transfer to any successor
      Servicer when required any rights pursuant to the Agreement that Strategic
      Energy (or such Affiliate) then has as Servicer;




(c)           any
      representation or warranty made or deemed made by the Seller, the Servicer
      or
      any Originator (or any of their respective officers) under or in connection
      with
      the Agreement or any other Transaction Document, or any information or report
      delivered by the Seller, Strategic Energy or Originator or the Servicer pursuant
      to the Agreement or any other Transaction Document, shall prove to have been
      incorrect or untrue in any material respect when made or deemed made or
      delivered and shall remain incorrect or untrue for ten days after knowledge
      or
      notice thereof (if the warranty is of a type that is capable of being
      cured);




(d)           the
      Seller or the Servicer shall fail to deliver the Information Package pursuant
      to
      the Agreement, and such failure shall remain unremedied for two Business
      Days;




(e)           the
      Agreement (and each Lock-Box Agreement, as applicable) or any purchase or
      reinvestment pursuant to the Agreement shall for any reason other than as a
      result of an willful or grossly negligent action by the Administrator or any
      member of a Purchaser Group:  (i) cease to create, or the Purchased
      Interest shall for any reason cease to be, a valid and enforceable perfected
      undivided variable percentage ownership or security interest to the extent
      of
      the Purchased Interest in each Pool Receivable, the Related Security and
      Collections with respect thereto, free and clear of any Adverse Claim (other
      than Permitted Liens), or (ii) cease to create with respect to the Pool Assets,
      or the interest of the Administrator with respect to such Pool Assets shall
      cease to be, a valid and enforceable first priority perfected security interest,
      free and clear of any Adverse Claim (other than Permitted Liens);




(f)           the
      Seller or any Originator shall generally not pay its debts as such debts become
      due, or shall admit in writing its inability to pay its debts generally, or
      shall make a general assignment for the benefit of creditors; or any proceeding
      shall be instituted by or against the Seller or any Originator seeking to
      adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up,
      reorganization, arrangement, adjustment, protection, relief or composition
      of it
      or its debts under any law relating to bankruptcy, insolvency or reorganization
      or relief of debtors, or seeking the entry of an order for relief or the
      appointment of a receiver, trustee, custodian or






V-1       *STRATEGIC
      ENERGY - RPA*











other
      similar official for it or for any substantial part of its property and, in
      the
      case of any such proceeding instituted against it (but not instituted by it),
      either such proceeding shall remain undismissed or unstayed for a period of
      60
      days, or any of the actions sought in such proceeding (including the entry
      of an
      order for relief against, or the appointment of a receiver, trustee, custodian
      or other similar official for, it or for any substantial part of its property)
      shall occur; or the Seller or any Originator shall take any corporate or
      organizational action to authorize any of the actions set forth above in this
      paragraph;




(g)           (i)
      the (A) Default Ratio shall exceed 2.5% or (B) the Delinquency Ratio shall
      exceed 6.0%, (ii) the average for three consecutive calendar months
      of:  (A) the Default Ratio shall exceed 1.75%, (B) the Delinquency
      Ratio shall exceed 5.5% or (C) the Dilution Ratio shall exceed 2.5% or (iii)
      at
      any time the Day’s Sales Outstanding shall exceed 60 days;




(h)           [reserved];




(i)           a
      Change in Control shall occur;




(j)           at
      any time (i) the sum of (A) the Capital, plus the LC Participation Amount,
      plus
      (B) the Total Reserves, exceeds (ii) the sum of (A) the Net Receivables Pool
      Balance at such time plus (B) the Purchasers’ Share of the amount of Collections
      then on deposit in the Lock-Box Accounts (other than amounts set aside therein
      representing Discount and fees), and such circumstance shall not have been
      cured
      within two Business Days after knowledge thereof by the Seller, Strategic
      Energy, the Servicer or any Originator; provided that each month upon the due
      date for the Information Package, such parties shall be deemed to have knowledge
      thereof (regardless of whether or not such parties had such knowledge or whether
      or not the Information Package due to be delivered on such date was delivered
      to
      the Administrator);




(k)           (i)
      the Servicer or any Originator shall fail to pay any principal of or premium
      or
      interest on any of its Debt that is outstanding in a principal amount of at
      least $7,500,000****in the aggregate when the same becomes
      due and payable (whether by scheduled maturity, required prepayment,
      acceleration, demand or otherwise), and such failure shall continue after the
      applicable grace period, if any, specified in the agreement, mortgage, indenture
      or instrument relating to such Debt (and shall have not been waived); or (ii)
      any other event shall occur or condition shall exist under any agreement,
      mortgage, indenture or instrument relating to any such Debt and shall continue
      after the applicable grace period, if any, specified in such agreement,
      mortgage, indenture or instrument (and shall have not been waived), if, in
      either case:  (a) the effect of such non-payment, event or condition
      is to give the applicable debtholders the right (whether acted upon or not)
      to
      accelerate the maturity of such Debt, or (b) any such Debt shall be declared
      to
      be due and payable, or required to be prepaid (other than by a regularly
      scheduled required prepayment), redeemed, purchased or defeased, or an offer
      to
      repay, redeem, purchase or defease such Debt shall be required to be made,
      in
      each case before the stated maturity thereof;




(l)           either:  (i)
      a contribution failure shall occur with respect to any Benefit Plan sufficient
      to give rise to a lien on any of the assets of the Seller, any Originator,
      the
      Servicer or any ERISA Affiliate under Section 302(f) of ERISA, (ii) the Internal
      Revenue Service shall file a notice of lien asserting a claim or claims pursuant
      to the Internal Revenue Code with regard to







V-2  *STRATEGIC
      ENERGY
      - RPA*





any
      of
      the assets of (a) the Seller or (b) any Originator, the Servicer or any ERISA
      Affiliate, and such lien shall have been filed and not released within 10 days,
      or (iii) the Pension Benefit Guaranty Corporation shall, or shall indicate
      its
      intention in writing to the Seller, any Originator, Strategic Energy or any
      ERISA Affiliate to, either file a notice of lien asserting a claim pursuant
      to
      ERISA with regard to any assets of the Seller, any Originator, Strategic Energy
      or any ERISA Affiliate in an amount in excess of $1,000,000 or terminate
      any Benefit Plan that has unfunded benefit liabilities, or any steps shall
      have
      been taken to terminate any Benefit Plan subject to Title IV of ERISA so as
      to
      result in any liability and such lien shall have been filed and not released
      within 10 days;




(m)           if
      any Transaction Document shall for any reason cease to be effective and valid,
      binding and enforceable in accordance with its terms or the Seller, any
      Originator, Strategic Energy, the Servicer or any other party (other than the
      Administrator or any member of a Purchaser Group) shall, directly or indirectly,
      contest in any manner such effectiveness, validity, binding nature or
      enforceability of any Transaction Document; and




(n)           the
      breach or default by any party (other than the Administrator) of its obligations
      under the Intercreditor Agreement.







V-3  *STRATEGIC
      ENERGY
      - RP*A





**SCHEDULE
      I**




**CREDIT
      AND COLLECTION POLICY**




**(attached)**













Schedule
      I-1       *STRATEGIC ENERGY -
      RPA*








**SCHEDULE
      II**


**LOCK-BOX
      BANKS AND LOCK-BOX ACCOUNTS**









Lock-Box
                Bank
            Lock-Boxes
            
            AccountsPNC
                Bank, National Association
            676863
              643249
            
            1019809357676863
              643249
            
            1019809349















Schedule
      II-1       *STRATEGIC ENERGY -
      RPA*




**SCHEDULE
      III**


**TRADE
      NAMES**




Organizational
      Name                                                                                     Trade
      Names / Fictitious Names




Strategic
                Energy, L.L.C.
            SELStrategic
                EnergyStrategic
                Energy LTDExpert
                Energy















Schedule
      III-1   STRATEGIC
      ENERGY - RPA







**SCHEDULE
      IV**


**OFFICE 
      LOCATIONS**




The
      Principal Place of Business, Chief Executive Office and State of Formation
      of
      the Seller is:




Strategic
      Receivables, LLC




Two
      Gateway Center


Pittsburgh,
      PA 15222-1458




Delaware
      limited liability company









The
      Seller maintains its master books and records relating to Receivables
      at:




Strategic
      Receivables, LLC




Two
      Gateway Center


Pittsburgh,
      PA 15222-1458









The
      Principal Place of Business, Chief Executive Office and State of Formation
      of
      the Servicer:




Strategic
      Energy, L.L.C.




Two
      Gateway Center


Pittsburgh,
      PA 15222-1458




Delaware
      limited liability company









The
      Servicer maintains its master books and records relating to the Receivables
      at:







Two
      Gateway Center


Pittsburgh,
      PA 15222-1458









Schedule
      IV-1   STRATEGIC
      ENERGY - RPA





**SCHEDULE
      V**




**EXISTING
      LETTERS OF CREDIT**















Schedule
      V-1   STRATEGIC
      ENERGY - RPA





**SCHEDULE
      VI**


**EXCLUDED
      RECEIVABLE OBLIGORS**




**(attached)**















Schedule
      VI-1   STRATEGIC
      ENERGY - RPA





**SCHEDULE
      VII**


**NON-LOCK-BOX-ACCOUNTS**




Non-Lock-Box
                Bank
            Remittance
                Addresses
            AccountsJPMorgan
                Chase Bank, N.A.
            PO
                Box 910152
              Dallas,
                TX 75391-0152
            77-717-5304PO
                Box 911945
              Dallas,
                TX 75391-1945
            77-717-6076PO
                Box 88066
              Chicago,
                IL 60695-8066
            53-095-7515PO
                Box 915039
              Dallas,
                TX 75391-5039
            32-340-8885PO
                Box 915028
              Dallas,
                TX 75391-5028
            32-341-2297PO
                Box 88166
              Chicago,
                IL 60695-8166
            32-341-2327PO
                Box 915017
              Dallas,
                TX 75391-5017
            32-341-2319PO
                Box 27511
              New
                York, NY 10087-7511
            30-415-8941PO
                Box 88996
              Chicago,
                IL 60695-8996
            30-415-8968PO
                Box 27643
              New
                York, NY 10087-7643
            30-418-0467LaSalle
                Bank N.A.
            135
                S. LaSalle St.
              
              
              Schedule
                VII-1
              
              
              
              Department
                6413
              Chicago,
                IL 60674-6413
            580-033-6066135
                S. LaSalle St.
              Department
                2308
              Chicago,
                IL 60674-2038
            580-033-6090















Schedule
      VII-2





**ANNEX
      A**







**FORM
      OF INFORMATION PACKAGE**




**(attached)**

















Annex
      A-1   STRATEGIC
      ENERGY - RPA










**ANNEX
      B**







**FORM
      OF PURCHASE NOTICE**




**______________,
      [200_]**









PNC
      Bank,
      National Association, as Administrator and a Purchaser Agent


One
      PNC
      Plaza, 26th
      Floor


249
      Fifth
      Avenue


Pittsburgh,
      PA 15222-2707





Fifth
      Third Bank, as a Purchaser Agent


38
      Fountain Square Plaza, MD109047


Cincinnati,
      Ohio 45263





Ladies
      and Gentlemen:





Reference
      is hereby made to the Receivables Purchase Agreement, dated as of October 3,
      2007 (as heretofore amended, restated, supplemented or otherwise modified,
      the
“Receivables Purchase Agreement”), among Strategic Receivables, LLC, as
      Seller, Strategic Energy, L.L.C., as Servicer, the Conduit Purchasers from
      time
      to time party thereto, the Purchaser Agents from time to time party thereto,
      PNC
      Bank, National Association, as Administrator and as LC Bank and the LC
      Participants from time to time party thereto. Capitalized terms used in this
      Purchase Notice and not otherwise defined herein shall have the meanings
      assigned thereto in the Receivables Purchase Agreement.




[This
      letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the
      Receivables Purchase Agreement. Seller desires to sell an undivided variable
      percentage interest in a pool of receivables on ____________, [200_], for a
      purchase price of $______________ ($______________ of which represents the
      Capital funded by the Purchaser Group for which Market Street is a member and
      $______________ of which represents the Capital funded by the Purchaser Group
      for which [____________] is a member). Subsequent to this purchase, the
      aggregate outstanding Capital will be $______________. Each Purchaser Group’s
      Share of such purchase and resulting aggregate Capital and LC Participation
      Amount is set forth on a schedule attached hereto.]1




[This
      letter constitutes a notice pursuant to Section 1.12(a) of the
      Receivables Purchase Agreement.  The Seller desires that LC Bank issue
      a Letter of Credit with a face amount of $__________.  Subsequent to
      this purchase, the LC Amount will be $_________ and the aggregate outstanding
      Capital will be $__________.]2







1
        In the case of a
        Borrowing Request.


2
        In the case of a
        request for an issuance of a Letter of Credit.









Annex
      B-1   STRATEGIC
      ENERGY - RPA










Seller
      hereby represents and warrants as of the date hereof, and as of the date of
      purchase, as follows:




(i)           the
      representations and warranties contained in Exhibit III of the
      Receivables Purchase Agreement are correct in all material respects on and
      as of
      such dates as though made on and as of such dates and shall be deemed to have
      been made on such dates, except for representations and warranties which apply
      as to an earlier date (in which case such representations and warranties shall
      be true and correct in all material respects as of such earlier
      date);




(ii)           no
      Termination Event or Unmatured Termination Event has occurred and is continuing,
      or would result from such purchase;




(iii)           after
      giving effect to the purchase proposed hereby, the Purchased Interest will
      not
      exceed 100% and the Capital plus the LC Participation Amount will not exceed
      the
      Purchase Limit; and




(iv)           the
      Facility Termination Date shall not have occurred.
















Annex
      B-2   STRATEGIC
      ENERGY - RPA










IN
      WITNESS WHEREOF, the undersigned has caused this Purchase Notice to be executed
      by its duly authorized officer as of the date first above written.









STRATEGIC
                RECEIVABLES, LLCBy:_________________________________Name:______________________________Title:_______________________________















Annex
      B-3   STRATEGIC
      ENERGY - RPA







**ANNEX
      C**







**FORM
      OF PAYDOWN NOTICE**




_____________,
      _____







PNC
      Bank,
      National Association, as Administrator and a Purchaser Agent


One
      PNC
      Plaza, 26th
      Floor


249
      Fifth
      Avenue


Pittsburgh,
      PA 15222-2707





Fifth
      Third Bank, as a Purchaser Agent


38
      Fountain Square Plaza, MD109047


Cincinnati,
      Ohio 45263








Ladies
      and Gentlemen:





Reference
      is hereby made to the Receivables Purchase Agreement, dated as of October 3,
      2007 (as heretofore amended, restated, supplemented or otherwise modified,
      the
“Receivables Purchase Agreement”), among Strategic Receivables, LLC, as
      Seller, Strategic Energy, L.L.C., as Servicer, the Conduit Purchasers from
      time
      to time party thereto, the Purchaser Agents from time to time party thereto,
      PNC
      Bank, National Association, as Administrator and as LC Bank and the LC
      Participants from time to time party thereto. Capitalized terms used in this
      paydown notice and not otherwise defined herein shall have the meanings assigned
      thereto in the Receivables Purchase Agreement.




This
      letter constitutes a paydown notice pursuant to Section 1.4(f)(i) of the
      Receivables Purchase Agreement. The Seller desires to reduce the Capital on
      **_____________, _____**3
      by the application of $_______________ ($_______________ of which shall be
      applied to the Capital funded by the Purchaser Group for which Market Street
      is
      a member and $_______________ of which shall be applied to the Capital funded
      by
      the Purchaser Group for which [_________________] is a member) in cash to pay
      Capital and Discount to accrue (until such cash can be used to pay commercial
      paper notes) with respect to such Capital, together with all costs related
      to
      such reduction of Capital. Subsequent to this paydown, the aggregate Capital
      will be $_______________. Each Purchaser Group’s Share of such reduction and
      resulting aggregate Capital is set forth on a schedule attached
      hereto.







3           Notice
        must be given at least two (2) Business Days’ prior to the requested paydown
        date, subject to the proviso set forth in Section 1.4(f)(i) of the
        Receivables Purchase Agreement.







Annex
      C-1   STRATEGIC
      ENERGY - RPA








IN
      WITNESS WHEREOF, the undersigned has caused this paydown notice to be executed
      by its duly authorized officer as of the date first above written




STRATEGIC
                RECEIVABLES, LLCBy:_________________________________Name:______________________________Title:_______________________________




























Annex
      C-2        *STRATEGIC ENERGY -
      RPA*










**ANNEX
      D**


**to
      Receivables Purchase Agreement**




**FORM
      OF COMPLIANCE CERTIFICATE**




To:  PNC
      Bank, National Association, as Administrator




This
      Compliance Certificate is furnished pursuant to that certain Receivables
      Purchase Agreement, dated as of October 3, 2007 among Strategic Receivables,
      LLC, as seller (the “Seller”), Strategic Energy, L.L.C., as servicer (the
“Servicer”), the Conduit Purchasers from time to time party thereto,
      the
      Purchaser Agents from time to time party thereto, PNC Bank, National
      Association, as administrator (in such capacity, the “Administrator”) and
      as LC Bank and the LC Participants from time to time party thereto (as amended,
      restated, supplemented or otherwise modified (the
“Agreement”).  Capitalized terms used herein and not otherwise
      defined herein shall have the meanings assigned to them in the
      Agreement.




THE
      UNDERSIGNED HEREBY CERTIFIES THAT:




1.           I
      am the duly elected _______________________ of the Servicer.




2.           I
      have reviewed the terms of the Agreement and I have made, or have caused to
      be
      made under my supervision, a detailed review of the transactions and condition
      of Seller during the accounting period covered by the attached financial
      statements.




3.           The
      examinations described in paragraph 2 did not disclose, and I have no knowledge
      of, the existence of any condition or event which constitutes a Termination
      Event or an Unmatured Termination Event, as each such term is defined under
      the
      Agreement, during or at the end of the accounting period covered by the attached
      financial statements or as of the date of this Certificate, except as set forth
      in paragraph 5 below.




4.           Described
      below are the exceptions, if any, to paragraph 3 by listing, in detail, the
      nature of the condition or event, the period during which it has existed and
      the
      action which Seller has taken, is taking, or proposes to take with respect
      to
      each such condition or event:








Annex
      D-1        *STRATEGIC ENERGY -
      RPA*








The
      foregoing certifications, together with the computations set forth in Schedule
      I
      hereto and the financial statements delivered with this Certificate in support
      hereof, are made and delivered this ____ day of ________________________,
      20___.




STRATEGIC
      RECEIVABLES, LLC




By:


Name:


Title:













Annex
      D-2        *STRATEGIC ENERGY -
      RPA*











**ANNEX
      E**





**FORM
      OF LETTER OF CREDIT APPLICATION**




**____________,
      [200__]**




PNC
      Bank,
      National Association, as Administrator and a Purchaser Agent


One
      PNC
      Plaza, 26th
      Floor


249
      Fifth
      Avenue


Pittsburgh,
      PA 15222-2707





Fifth
      Third Bank, as a Purchaser Agent


38
      Fountain Square Plaza, MD109047


Cincinnati,
      Ohio 45263








Ladies
      and Gentlemen:





Reference
      is hereby made to the Receivables Purchase Agreement, dated as of October 3,
      2007 (as heretofore amended, restated, supplemented or otherwise modified,
      the
“Receivables Purchase Agreement”), among Strategic Receivables, LLC, as
      Seller, Strategic Energy, L.L.C., as Servicer, the Conduit Purchasers from
      time
      to time party thereto, the Purchaser Agents from time to time party thereto,
      PNC
      Bank, National Association, as Administrator and as LC Bank and the LC
      Participants from time to time party thereto. Capitalized terms used in this
      Purchase Notice and not otherwise defined herein shall have the meanings
      assigned thereto in the Receivables Purchase Agreement.




This
      letter constitutes a notice pursuant to Section 1.12(a) of the
      Receivables Purchase Agreement. Seller desires that LC Bank issue a Letter
      of
      Credit on ________, [20__], with a face amount of $__________. Subsequent to
      this purchase, the LC Participation Amount will be $________ and the aggregate
      outstanding Capital will be $__________. Each Purchaser Group’s Share of such
      purchase and resulting aggregate Capital and LC Participation Amount is set
      forth on a schedule attached hereto.




Seller
      hereby represents and warrants as of the date hereof, and as of the date of
      purchase, as follows:





(i)
      the
      representations and warranties contained in Exhibit III of the Receivables
      Purchase Agreement are correct in all material respects on and as of such dates
      as though made on and as of such dates and shall be deemed to have been made
      on
      such dates, except for representations and warranties which apply as to an
      earlier date (in which case such representations and warranties shall be true
      and correct in all material respects as of such earlier date);







Annex
      E-1        *STRATEGIC ENERGY -
      RPA*










(ii)
      no
      Termination Event or Unmatured Termination Event has occurred and is continuing,
      or would result from such purchase;






(iii)
      after giving effect to the purchase proposed hereby, the Purchased Interest
      will
      not exceed 100% and the Capital plus the LC Participation Amount will not exceed
      the Purchase Limit; and




(iv)
      the
      Facility Termination Date shall not have occurred.
















Annex
      E-2   STRATEGIC
      ENERGY - RPA







IN
      WITNESS WHEREOF, the undersigned has caused this Letter of Credit Application
      to
      be executed by its duly authorized officer as of the date first above
      written.




STRATEGIC
                RECEIVABLES, LLCBy:_________________________________Name:______________________________Title:_______________________________
















Annex
      E-3   STRATEGIC
      ENERGY - RPA