Exhibit 10.C


     

    EXHIBIT
      10.C

     

    

      [EXECUTION
        COPY]

      


      


      
        
          

        



      


      


      


      


      RECEIVABLES
        PURCHASE AGREEMENT

      


      


      dated
        as of
        November 3, 2006

      


      


      among

      


      CIG
        FUNDING
        COMPANY, L.L.C.,

      as
        Seller,

      


      COLORADO
        INTERSTATE
        GAS COMPANY,

      as
        Servicer,

      


      STARBIRD
        FUNDING
        CORPORATION

      as
        the initial
        Conduit Investor and Committed Investor,

      


      THE
        OTHER INVESTORS
        FROM TIME TO TIME PARTIES HERETO,

      


      BNP
        PARIBAS, NEW
        YORK BRANCH, 

      as
        the initial
        Managing Agent,

      


      THE
        OTHER MANAGING
        AGENTS FROM TIME TO TIME PARTIES HERETO,

      


      and

      


      BNP
        PARIBAS, NEW
        YORK BRANCH,

      as
        Program
        Agent

      


      


      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

     

    

      Table
        of
        Contents

      


      
        	 	
                Page

              
	 	 
	
                ARTICLE
                  I    PURCHASE ARRANGEMENTS

              	
                1

              
	
                Section
                  1.1.

              	
                Purchase
                  Facility

              	
                1

              
	
                Section
                  1.2.

              	
                Increases

              	
                2

              
	
                Section
                  1.3.

              	
                Payment
                  Requirements

              	
                2

              
	 	
                 

              
	
                ARTICLE
                  II     PAYMENTS AND COLLECTIONS

              	
                3

              
	
                Section
                  2.1.

              	
                Payments

              	
                3

              
	
                Section
                  2.2.

              	
                Reinvestments
                  and Purchase Price Adjustments.

              	
                3

              
	
                Section
                  2.3.

              	
                Collections

              	
                4

              
	
                Section
                  2.4.

              	
                Withdrawals
                  from Collection Account prior to Amortization Date

              	
                5

              
	
                Section
                  2.5.

              	
                Application
                  of Collections Following Amortization

              	
                6

              
	
                Section
                  2.6.

              	
                Collection
                  Account

              	
                7

              
	
                Section
                  2.7.

              	
                Payment
                  Rescission

              	
                7

              
	
                Section
                  2.8.

              	
                Deemed
                  Collections and other Adjustment Payments.

              	
                7

              
	 	 	
                 

              
	
                ARTICLE
                  III     CONDUIT FUNDING

              	
                8

              
	
                Section
                  3.1.

              	
                Yield

              	
                8

              
	
                Section
                  3.2.

              	
                Payments

              	
                8

              
	
                Section
                  3.3.

              	
                Calculation
                  of Yield

              	
                8

              
	 	 	
                 

              
	
                ARTICLE
                  IV     COMMITTED INVESTOR FUNDING

              	
                8

              
	
                Section
                  4.1.

              	
                Committed
                  Investor Funding Provisions

              	
                8

              
	
                Section
                  4.2.

              	
                Yield
                  Payments

              	
                8

              
	
                Section
                  4.3.

              	
                Suspension
                  of
                  the LIBO Rate

              	
                9

              
	 	 	
                 

              
	
                ARTICLE
                  V     REPRESENTATIONS AND
                  WARRANTIES

              	
                9

              
	
                Section
                  5.1.

              	
                Representations
                  and Warranties of the Seller Parties

              	
                9

              
	 	 	
                 

              
	
                ARTICLE
                  VI     CONDITIONS OF PURCHASES

              	
                13

              
	
                Section
                  6.1.

              	
                Conditions
                  Precedent to Initial Incremental Purchase and Restatement

              	
                13

              
	
                Section
                  6.2.

              	
                Conditions
                  Precedent to All Purchases

              	
                14

              
	 	 	
                 

              
	
                ARTICLE
                  VII      COVENANTS

              	
                14

              
	
                Section
                  7.1.

              	
                Affirmative
                  Covenants of the Seller Parties

              	
                14

              
	
                Section
                  7.2.

              	
                Negative
                  Covenants of Seller Parties

              	
                22

              
	 	 	
                 

              
	
                ARTICLE
                  VIII     ADMINISTRATION AND
                  COLLECTION

              	
                23

              
	
                Section
                  8.1.

              	
                Designation
                  of Servicer

              	
                23

              
	
                Section
                  8.2.

              	
                Duties
                  of
                  Servicer

              	
                24

              
	
                Section
                  8.3.

              	
                Collection
                  Notices

              	
                25

              
	
                Section
                  8.4.

              	
                Responsibilities
                  of Seller

              	
                26

              
	
                Section
                  8.5.

              	
                Reports

              	
                26

              
	
                Section
                  8.6.

              	
                Computation
                  Agent

              	
                26

              
	
                Section
                  8.7.

              	
                Servicer
                  Fees

              	
                27

              
	 	 	
                 

              
	
                ARTICLE
                  IX     AMORTIZATION EVENTS

              	
                27

              
	
                Section
                  9.1.

              	
                Amortization
                  Events

              	
                27

              
	
                Section
                  9.2.

              	
                Remedies

              	
                29

              
	
                Section
                  9.3.

              	
                Default
                  Yield

              	
                30

              
	 	 	
                 

              
	
                ARTICLE
                  X
                  I    NDEMNIFICATION

              	
                30

              
	
                Section
                  10.1.

              	
                Indemnities
                  by the Seller Parties

              	
                30

              
	
                Section
                  10.2.

              	
                Increased
                  Cost and Reduced Return

              	
                32

              
	
                Section
                  10.3.

              	
                Mitigation
                  of
                  Costs

              	
                33

              
	
                Section
                  10.4.

              	
                Other
                  Costs
                  and Expenses

              	
                33

              
	 	 	
                 

              
	
                ARTICLE
                  XI     THE AGENTS

              	
                34

              
	
                Section
                  11.1.

              	
                Authorization
                  and Action

              	
                34

              
	
                Section
                  11.2.

              	
                Delegation
                  of
                  Duties

              	
                35

              
	
                Section
                  11.3.

              	
                Exculpatory
                  Provisions

              	
                35

              
	
                Section
                  11.4.

              	
                Reliance
                  by
                  Agents

              	
                35

              
	
                Section
                  11.5.

              	
                Non-Reliance
                  on Agents and Other Investors

              	
                36

              
	
                Section
                  11.6.

              	
                Reimbursement
                  and Indemnification

              	
                36

              
	
                Section
                  11.7.

              	
                Agents
                  in
                  their Individual Capacities

              	
                36

              
	
                Section
                  11.8.

              	
                Successor
                  Agent

              	
                37

              
	 	 	
                 

              
	
                ARTICLE
                  XII     ASSIGNMENTS;
                  PARTICIPATIONS

              	
                37

              
	
                Section
                  12.1.

              	
                Assignments

              	
                37

              
	
                Section
                  12.2.

              	
                Participations

              	
                38

              
	
                Section
                  12.3.

              	
                Joinder
                  by
                  Conduit Investor

              	
                38

              
	
                Section
                  12.4.

              	
                Extension
                  of
                  Commitment Termination Date

              	
                38

              
	 	 	
                 

              
	
                ARTICLE
                  XIII     MISCELLANEOUS

              	
                39

              
	
                Section
                  13.1.

              	
                Waivers
                  and
                  Amendments

              	
                39

              
	
                Section
                  13.2.

              	
                Notices

              	
                40

              
	
                Section
                  13.3.

              	
                Ratable
                  Payments

              	
                41

              
	
                Section
                  13.4.

              	
                Protection
                  of
                  Ownership Interests of the Investors.

              	
                41

              
	
                Section
                  13.5.

              	
                Confidentiality

              	
                41

              
	
                Section
                  13.6.

              	
                Bankruptcy
                  Petition

              	
                42

              
	
                Section
                  13.7.

              	
                Limitation
                  of
                  Liability; Limitation of Payment; No Recourse

              	
                43

              
	
                Section
                  13.8.

              	
                Seller’s
                  Payment Obligations

              	
                43

              
	
                Section
                  13.9.

              	
                CHOICE
                  OF
                  LAW

              	
                44

              
	
                Section
                  13.10.

              	
                CONSENT
                  TO
                  JURISDICTION

              	
                44

              
	
                Section
                  13.11.

              	
                WAIVER
                  OF
                  JURY TRIAL

              	
                44

              
	
                Section
                  13.12.

              	
                Integration;
                  Binding Effect; Survival of Terms

              	
                45

              
	
                Section
                  13.13.

              	
                Counterparts;
                  Severability; Section References

              	
                45

              
	
                Section
                  13.14.

              	
                Agent
                  Roles

              	
                45

              
	
                Section
                  13.15.

              	
                Characterization

              	
                46

              




    

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    CIG
      FUNDING
      COMPANY, L.L.C.

     

    RECEIVABLES
      PURCHASE AGREEMENT

     

    This
      Receivables
      Purchase Agreement dated as of November 3, 2006 is
      among CIG
      FUNDING COMPANY, L.L.C., a Delaware limited liability company (“Seller”),
      COLORADO
      INTERSTATE GAS COMPANY, a Delaware corporation, as initial Servicer (the initial
      Servicer together with Seller, the “Seller
      Parties”
and
      each a
“Seller
      Party”),
      STARBIRD
      FUNDING CORPORATION (“Starbird”)
      and the other
      funding entities from time to time party hereto as Investors, BNP PARIBAS,
      NEW
      YORK BRANCH (“Paribas”),
      and the other
      financial institutions from time to time party hereto as Managing Agents, and
      BNP PARIBAS, NEW YORK BRANCH, as program agent for the Investors hereunder
      (together with its successors and assigns hereunder, the “Program
      Agent”).
      Unless defined
      elsewhere herein, capitalized terms used in this Agreement shall have the
      meanings assigned to such terms in Exhibit I.

     

    PRELIMINARY
      STATEMENTS

    


    Seller
      desires to
      transfer and assign Investor Interests to the Investors from time to
      time.

     

    Upon
      and subject to
      the terms and conditions of this Agreement, (i) Conduit Investors may, in their
      absolute and sole discretion, purchase Investor Interests from Seller from
      time
      to time, and (ii) in the event that a Conduit Investor declines to make any
      purchase, the Committed Investors which are part of its Investor Group shall
      purchase Investor Interests from Seller from time to time.

     

    Paribas
      has been
      requested and is willing to act as Program Agent on behalf of the Investors
      in
      accordance with the terms hereof.

     

    ARTICLE
      I 

     

    PURCHASE
      ARRANGEMENTS

     

    Section
      1.1.  Purchase
      Facility.
      Upon the terms
      and subject to the terms and conditions hereof, Seller hereby sells and assigns
      Investor Interests to the Program Agent, for the benefit of the Investors.
      In
      accordance with the terms and conditions set forth herein, Investors may or
      shall, as provided herein, instruct the related Managing Agent to purchase
      on
      its behalf through the Program Agent, Investor Interests from Seller from time
      to time in an aggregate amount not to exceed the Program Limit, and for each
      Investor Group in an aggregate amount not to exceed the Group Purchase Limit
      for
      such Investor Group, during the period from the date hereof to but not including
      the Amortization Date.

     

    Section
      1.2.  Increases.

     

    (a)  Servicer
      shall
      provide the Program Agent and each Managing Agent with at least one Business
      Day’s prior notice in the form set forth as Exhibit II
      hereto of each
      Incremental Purchase (collectively, a “Purchase
      Notice”).
      Each Purchase
      Notice shall be subject to Section 6.2
      hereof and, except
      as set forth below, shall be irrevocable and shall specify the requested
      Purchase Price (which shall not be less than $1,000,000 for each Investor Group)
      and date of purchase, which shall be a Monthly Settlement Date (or, in the
      case
      of the initial Incremental Purchase, the date of this Agreement). Following
      receipt of a Purchase Notice, each Managing Agent shall notify each Investor
      in
      its Investor Group of its receipt of same.

     

    (b)  Each
      Incremental
      Purchase to be made hereunder shall be made ratably among the Investor Groups
      in
      accordance with their Group Purchase Limits. For each Investor Group, the
      applicable Managing Agent shall determine whether its Conduit Investor agrees
      to
      purchase its Pro Rata Share of the Incremental Purchase, and if the applicable
      Conduit Investor declines to make such purchase, the Managing Agent shall notify
      the Committed Investors in such Investor Group of the Conduit Investor declining
      to make such purchase and the Committed Investors in such Investor Group each
      shall purchase its Pro Rata Share of the Incremental Purchase.

     

    (c)  On
      the date of each
      Incremental Purchase, upon satisfaction of the applicable conditions precedent
      set forth in Article VI,
      the applicable
      Investors shall make available to the related Managing Agent at its address
      listed beneath its signature on its signature page to this Agreement (or on
      the
      signature page to the Joinder Agreement pursuant to which it became a party
      hereto), for deposit to such account of Seller designated in the Purchase
      Notice, in immediately available funds, no later than 3:00 p.m. (New York time),
      an amount equal to such Investor’s Pro Rata Share of the aggregate Purchase
      Price of the Investor Interests then being purchased.

     

    Section
      1.3.  Payment
      Requirements.
      All amounts to be
      paid or deposited by any Seller Party pursuant to any provision of this
      Agreement shall be paid or deposited in accordance with the terms hereof no
      later than noon (New York time) on the day when due in immediately available
      funds, and if not received before noon (New York time) may, in each Managing
      Agent’s discretion, be deemed to be received on the next succeeding Business
      Day. If such amounts are payable to an Investor they shall be paid to the
      related Managing Agent, for the account of such Investor, at its address listed
      beneath its signature page to this Agreement (or on the signature page to the
      Joinder Agreement pursuant to which it became a party hereto) until otherwise
      notified by such Managing Agent. Yield shall be computed as provided in the
      definition thereof, and all computations of per annum fees and other per annum
      amounts hereunder or under the Fee Letters shall be made on the basis of a
      year
      of 360 days for the actual number of days elapsed. If any amount hereunder
      shall
      be payable on a day which is not a Business Day, such amount shall be payable
      on
      the next succeeding Business Day.

     

    ARTICLE
      II 

     

    PAYMENTS
      AND
      COLLECTIONS

     

    Section
      2.1.  Payments.
Seller
      shall
      promptly pay on each Monthly Settlement Date and, from and after the
      Amortization Date, on each other Business Day when due as otherwise provided
      in
      this Agreement (a) to each Managing Agent, for the account of the related
      Investor or Investors in its Investor Group, (i) such fees as set forth
      in the
      Fee Letters,
      (ii) all
      amounts payable
      as Yield, (iii) all amounts payable pursuant to Sections 2.2,
2.7
      or 2.8,
      (iv) all amounts
      payable pursuant to Article X,
      if any, (v) all
      Breakage Costs and (vi) all Default Fees, and (b) to Servicer, all Servicer
      Expenses (the obligations described in clause (a) and (b) of this sentence,
      collectively, the “Obligations”).
      In addition,
      Seller shall pay on the date of this Agreement the amounts specified to be
      due
      and payable on such date in the Fee Letters. If Seller fails to pay any of
      the
      Obligations when due, or if Servicer fails to make any deposit required to
      be
      made by it under this Agreement when due, such Person agrees to pay, on demand,
      the Default Fee in respect thereof until paid. In no event shall any provision
      of this Agreement or the Fee Letters require the payment or permit the
      collection of any amounts hereunder in excess of the maximum permitted by
      applicable law. If at any time Seller receives any Collections,
      Seller shall
      immediately pay such Collections
      to
      Servicer for application in accordance with the terms and conditions hereof
      and,
      at all times prior to such payment, such Collections
      shall
be
      held in trust by Seller for the exclusive benefit of the Investors, the Managing
      Agents and the Program Agent.

     

    Section
      2.2.  Reinvestments
      and Purchase Price Adjustments.

     

    (a)  Seller
      hereby
      requests, and the Investors hereby agree to make, on each Business Day prior
      to
      the Amortization Date, subject to (i) the conditions precedent set forth in
      Section 6.2
      and (ii) the
      condition that, after giving effect thereto, the aggregate of the Investor
      Interests shall not exceed 100%, a reinvestment (each a “Reinvestment”)
      with that
      portion of the balance of each and every Collection received that is part of
      any
      Investor Interest, such that after giving effect to such Reinvestment, the
      amount of Aggregate Capital immediately after such receipt and corresponding
      Reinvestment shall be equal to the amount of Aggregate Capital immediately
      prior
      to such receipt. Payments to Seller in respect of Reinvestments during any
      Monthly Period shall be made as provided in clause (i)
      or
      (ii)(B)
      of Section 2.3,
Section 2.4(a),
Section 2.4(b)
      or Section
      2.4(c)(iii),
      subject to the
      following provisions of this Section 2.2.

     

    (b)  In
      the event that
      notwithstanding the provisions of Section 2.3
      or 2.4
      hereof to the
      contrary, Collections or other amounts are remitted to Seller in respect of
      Reinvestments on a day and, as a result thereof, the aggregate of the Investor
      Interests on such day shall exceed 100%, computed based on the Current Month
      Net
      Receivables Pool Balance for such day as reflected in a Daily Report or as
      otherwise determined by Servicer or the Program Agent, then within one Business
      Day following the date on which such Daily Report was delivered or the date
      of
      such determination, as applicable, Seller shall remit to Servicer immediately
      available funds in an amount equal to such excess payment for deposit into
      the
      Collection Account as a Special Adjustment Amount and to be treated as
      Collections under this Agreement.

     

    (c)  In
      addition, the
      amounts remitted to Seller in respect of Reinvestments for a Monthly Period
      as
      described in Section 2.2(a)
      shall be subject
      to reconciliation on the Monthly Settlement Date for such Monthly Period (or,
      if
      earlier, on the Amortization Date) as provided in this Section 2.2(c).
      If at the end of
      any Monthly Period (the “Subject
      Monthly
      Period”)
      prior to the
      Monthly Period in which the Amortization Date occurs,

     

    (i)  the
      sum of the
      Capital of the Investor Interests at such time plus the Aggregate Reserves
      computed for the Subject Monthly Period exceeded

     

    (ii)  the
      sum of (A) the
      Net Receivable Pool Balance at the end of the Subject Monthly Period, plus
      (B)
      the Collection Account Amount on the last Daily Settlement Date for the Subject
      Monthly Period (after giving effect to any changes therein on such Daily
      Settlement Date), plus (C), if determined in a report from the Servicer
      delivered to the Program Agent prior to the Monthly Settlement Date for the
      Subject Monthly Period, the aggregate Outstanding Balance of Eligible
      Receivables which were first included in the Current Month Net Receivables
      Pool
      Balance for the Monthly Period immediately following the Subject Monthly Period
      (calculated as though there were no Carryback Receivables) on any day prior
      to
      the Monthly Report Date for the Subject Monthly Period (or, if earlier, the
      Amortization Date),

     

    Seller
      shall remit
      to Servicer on the Monthly Settlement Date for the Subject Monthly Period
      immediately available funds in an amount equal to the lesser of (x) the excess
      of the amount described in clause (i)
      above over the
      amount described in clause (ii)
      above or (y) the
      aggregate amounts remitted to Seller in respect of Reinvestments for the Subject
      Monthly Period as described in Section 2.2(a),
      for deposit into
      the Collection Account as a Special Adjustment Amount and to be treated as
      Collections under this Agreement. If the Amortization Date occurs and at the
      close of business on the immediately preceding day the sum of the Capital of
      the
      Investor Interests plus the then applicable Aggregate Reserves exceeded the
      sum
      of the Net Receivable Pool Balance plus the Collection Account Amount, Seller
      shall remit to Servicer on the Amortization Date immediately available funds
      in
      an amount equal to the lesser of such excess or the aggregate amounts remitted
      to Seller in respect of Reinvestments for the Monthly Period in which the
      Amortization Date occurred as described in Section 2.2(a),
      for deposit into
      the Collection Account as a Special Adjustment Amount and to be treated as
      Collections under this Agreement.

     

    Section
      2.3.  Collections.
      On each day
      Servicer shall set aside and hold in trust for the holder of each Investor
      Interest, all Collections received on such day, any other amounts received
      by or
      on behalf of Seller from the Originator or Finance LLC pursuant to a Sale
      Agreement and an additional amount of funds available to Seller for the payment
      of any accrued and unpaid Obligations owed by Seller and not previously paid
      by
      Seller in accordance with Section 2.1,
      and shall pay and
      remit apply such funds as follows:

     

    (i)  on
      each Business
      Day during a Monthly Period that is prior to both the Cash Receipt Date and
      the
      Amortization Date, remit such funds to Seller in respect of Reinvestments for
      such Monthly Period pursuant to Section 2.2
      (and subject to
      the provisions of Section 2.2(c)),
      so long as, on
      such Business Day, after giving effect to such remittance of funds, the
      aggregate of the Investor Interests shall not exceed 100%, and otherwise deposit
      such amounts into the Collection Account, and otherwise deposit the remainder
      of
      such amounts into the Collection Account;

     

    (ii)  on
      each Cash
      Receipt Date prior to the Amortization Date and on each Business Day thereafter
      during a Monthly Period prior to the Amortization Date, (A) deposit such amounts
      into the Collection Account until the amount on deposit therein equals the
      Required Collection Account Amount for such Business Day, and (B) (x) at
      Servicer’s election, remit the balance (if any) of such funds to Seller in
      respect of Reinvestments for such Monthly Period pursuant to Section 2.2
      (and subject to
      the provisions of Section 2.2(c)),
      so long as,
      after giving effect to such remittance of funds, the aggregate of the Investor
      Interests shall not exceed 100%, and otherwise (y) deposit such balance of
      such
      funds, or the remainder thereof, as applicable, into the Collection Account;
      and

     

    (iii)  on
      each Business
      Day from and after the Amortization Date, deposit such amounts into the
      Collection Account for the sole benefit of the Program Agent, the Managing
      Agent
      and the Investors.

     

    If
      at any time
      Servicer determines that an amount deposited into the Collection Account does
      not constitute an amount to be deposited therein pursuant to this Section 2.3
      or otherwise
      pursuant to this Agreement or any Transaction Document, Servicer shall withdraw
      such amounts from the Collection Account and pay such amounts to the Person
      that
      Servicer determines is entitled thereto.

     

    Section
      2.4.  Withdrawals
      from
      Collection Account prior to Amortization Date.
      Prior to the
      occurrence of the Amortization Date, Servicer shall withdraw from the Collection
      Account and pay to the persons entitled thereto the following amounts on the
      following dates:

     

    (a)  at
      Servicer’s
      election, on each Daily Settlement Date other than the last Daily Settlement
      Date with respect to a Monthly Period, to Seller in respect of Reinvestments
      for
      such Monthly Period pursuant to Section 2.2
      (and subject to
      the provisions of Section 2.2(c)),
      an amount equal
      to the excess (if any) of (x) the amount on deposit in the Collection Account
      on
      such date over (y) the Required Collection Account Amount on such date (computed
      based on the Estimated Current Month Net Receivables Pool Balance for such
      Daily
      Settlement Date);

     

    (b)  at
      Servicer’s
      election, on the last Daily Settlement Date with respect to a Monthly Period,
      to
      Seller, an amount equal to the excess (if any) of (x) the amount on deposit
      in
      the Collection Account on such date over (y) the Required Collection Account
      Amount on such date (computed based on the Current Month Net Receivables Pool
      Balance for the last Business Day of such Monthly Period);

     

    (c)  on
      each Monthly
      Settlement Date:

     

    (i)  first,
      in the following
      order or priority: (A) to Servicer the Servicer Expenses and the Servicer Fee,
      if Seller or one of its Affiliates is not then acting as Servicer, (B) to the
      Program Agent and each Managing Agent, such Person’s costs of collection and
      enforcement of this Agreement, (C) ratably to the Persons entitled thereto
      all
      accrued and unpaid fees under the Fee Letters and all Yield due and payable,
      and
      (D) ratably to the Persons entitled thereto, all other unpaid Obligations,
      except for the Servicer Fee and the Servicer Expenses if Seller or one of its
      Affiliates is acting as Servicer, and (E) the Servicer Fee and the Servicer
      Expenses, if Seller or one of its Affiliates is acting as Servicer;

     

    (ii)  second,
      to the reduction
      of the Aggregate Capital in an amount, if any, necessary so that on such Monthly
      Settlement Date (A) the Aggregate Capital does not exceed the Program Limit
      in
      effect for such date and (B) the aggregate of the Investor Interests does not
      exceed 100%, applied ratably in accordance with the Capital Pro Rata Share
      of
      the Investors of each such Managing Agent’s Investor Group; and

     

    (iii)  third,
      any balance
      remaining thereafter shall be remitted from Servicer to Seller on such Monthly
      Settlement Date in respect of Reinvestments for the preceding Monthly Period
      pursuant to Section 2.2.

     

    Section
      2.5.  Application
      of
      Collections Following Amortization.
      On each Business
      Day (or, in the case of clauses (i) and (vi) below, on each Monthly Settlement
      Date) from and after the occurrence of the Amortization Date, Servicer shall
      withdraw from the Collection Account and pay to the persons entitled thereto
      the
      following amounts on the following dates:

     

    (i)  first,
      to Servicer and
      amount equal to the Servicer Expenses and the Servicer Fee, if Seller or one
      of
      its Affiliates is not then acting as Servicer,

     

    (ii)  second,
      to the Program
      Agent and each Managing Agent, an amount equal to such Person’s costs of
      collection and enforcement of this Agreement,

     

    (iii)  third,
      ratably to the
      Persons entitled thereto, all accrued and unpaid fees under the Fee Letters
      and
      all Yield due and payable hereunder,

     

    (iv)  fourth,
      to the Managing
      Agents, ratably in accordance with the Capital Pro Rata Share of the Investors
      of each such Managing Agent’s Investor Group, the amount required to reduce the
      Aggregate Capital to zero,

     

    (v)  fifth,
      ratably to the
      Persons entitled thereto, an amount equal to all other unpaid Obligations,
      except for the Servicer Fee and the Servicer Expenses if Seller or one of its
      Affiliates is acting as Servicer,

     

    (vi)  sixth,
      to Servicer, an
      amount equal to the Servicer Expenses and the Servicer Fee , if Seller or one
      of
      its Affiliates is acting as Servicer, and

     

    (vii)  seventh,
      after the
      Aggregate Unpaids have been reduced to zero, to Seller.

     

    Collections
      applied
      to the payment of Aggregate Unpaids shall be distributed in accordance with
      the
      aforementioned provisions, and, giving effect to each of the priorities set
      forth above in this Section 2.5
      and unless
      otherwise provided therein, shall be shared ratably (within each priority)
      among
      the Program Agent, the Managing Agents and the Investors in accordance with
      the
      amount of such Aggregate Unpaids owing to each of them in respect of each such
      priority.

     

    Section
      2.6.  Collection
      Account.
      In connection
      with this Agreement, Servicer shall establish prior to date of the initial
      Incremental Purchase and thereafter maintain, in the name of Seller for the
      benefit of the
      Investors, the
      Managing Agents and the Program Agent,
      a segregated
      deposit account (the “Collection
      Account”)
      bearing a
      designation clearly indicating that the funds deposited therein are held for
      the
      ratable benefit of the Investors. The Collection Account shall at all times
      be
      maintained at a depository bank approved by the Program Agent and shall be
      subject at all times to a Blocked Account Agreement that is in full force and
      effect. Servicer shall make deposits into, and make withdrawals from, the
      Collection Account as provided in this Agreement. Any interest earnings on
      amounts on deposit from time to time in the Collection Account shall be applied
      pursuant to this Agreement as Collections. The Program Agent for the benefit
      of
      itself, the
      Investors and
      the Managing Agents shall
      possess all
      right, title and interest in all funds on deposit from time to time in the
      Collection and in all proceeds thereof (including all income
      thereon).

     

    Section
      2.7.  Payment
      Rescission.
      No payment of any
      of the Aggregate Unpaids shall be considered paid or applied hereunder to the
      extent that, at any time, all or any portion of such payment or application
      is
      rescinded by application of law or judicial authority, or is otherwise returned
      or refunded for any reason. Seller shall remain obligated for the amount of
      any
      payment or application so rescinded, returned or refunded, and shall promptly
      pay to the Program Agent (for application to the Person or Persons who suffered
      such rescission, return or refund) the full amount thereof, plus the Default
      Fee
      from the date of any such rescission, return or refunding.

     

    Section
      2.8.  Deemed
      Collections and other Adjustment Payments. 

     

    (a)  For
      purpose of this
      Agreement, Seller shall be deemed to have received a Collection of a Receivable,
      allocated as a reduction of Junior Interest, to the extent that (i) the Net
      Outstanding Balance of any such Receivable is either (x) reduced as a result
      of
      any defective or rejected goods or services, any discount or any adjustment
      or
      otherwise by Seller (other than cash Collections on account of such Receivable)
      or (y) reduced or canceled as a result of a setoff in respect of any claim
      by
      any Person (whether such claim arises out of the same or a related transaction
      or an unrelated transaction), or (ii) any of the representations or warranties
      in Article V
      are no longer true
      with respect to such Receivable (unless such untrue representation or warranty
      affects only any portion thereof constituting an Additional
      Amount).

     

    (b)  In
      the event Seller
      at any time receives any amounts representing Adjustment Payments, Seller
      shall
      immediately pay such amounts to Servicer for application as a Collection in
      accordance with the terms and conditions hereof and, at all times prior to
      such
      payment, such amounts shall
be
      held in trust by
      Seller for the exclusive benefit of the Investors, the Managing Agents and
      the
      Program Agent.

     

    ARTICLE
      III 

     

    CONDUIT
      FUNDING

     

    Section
      3.1.  Yield.
      Seller shall pay
      Yield with respect to the Capital of each Investor Interest of each Conduit
      Investor for each day that any Capital in respect of such Investor Interest
      is
      outstanding at the applicable CP Rate; provided
      that any Investor
      Interest of a Conduit Investor, or portion thereof, which such Conduit Investor
      is not then funding the proceeds of Commercial Paper shall accrue Yield pursuant
      to Article IV.

     

    Section
      3.2.  Payments.
      On each Monthly
      Settlement Date, Seller shall pay to the Managing Agent (for the benefit of
      the
      Conduit Investor in its Investor Group) an aggregate amount equal to all accrued
      and unpaid Yield in respect of the Capital of the Investor Interest of such
      Conduit Investor for the immediately preceding Accrual Period in accordance
      with
Article II.

     

    Section
      3.3.  Calculation
      of
      Yield.
      Not later than
      the Business Day immediately preceding each Monthly Report Date, each Conduit
      Investor shall calculate the aggregate amount of Yield in respect of the Capital
      of the Investor Interest of such Conduit Investor for the Accrual Period ending
      on the next following Monthly Settlement Date and shall notify Seller and
      Servicer of such aggregate amount.

     

    ARTICLE
      IV  

     

     

    COMMITTED
      INVESTOR
      FUNDING

     

    Section
      4.1.  Committed
      Investor Funding Provisions.
      Each Investor
      Interest of Investors which are not Conduit Investors and each Investor Interest
      of Conduit Investors as to which Yield is to be determined pursuant to this
      Article IV,
      shall accrue
      Yield for each day during an Accrual Period at the applicable Bank Rate in
      accordance with the terms and conditions hereof. The initial Bank Rate for
      any
      Investor Interest funded by such Investors pursuant to the terms and conditions
      hereof shall be the LIBO Rate, unless (i) the availability of the LIBO Rate
      has
      been suspended pursuant to Section 4.3
      below, or (ii) the
      applicable Managing Agent shall designate the Alternate Rate as the applicable
      rate of funding for such Investor Interest. If Yield on all or any portion
      of
      the Investor Interest of a Conduit Investor is first to be determined pursuant
      to this Article IV
      on a date other
      than the first day of an Accrual Period or if an Investor (other than a Conduit
      Investor) acquires all or any portion of the Investor Interest of the Conduit
      Investor in its Investor Group by assignment from such Conduit Investor, the
      initial Bank Rate for such Investor Interest (or such portion thereof) shall
      be
      determined in accordance with the preceding sentence.

     

    Section
      4.2.  Yield
      Payments.
      On each Monthly
      Settlement Date, Seller shall pay to the Managing Agent (for the benefit of
      each
      Investor in its Investor Group which is not Conduit Investors and the Conduit
      Investor in its Investor Group, if the Yield on its Investor Interest is to
      be
      determined pursuant to this Article IV)
      an aggregate
      amount equal to all accrued and unpaid Yield in respect of the Capital of the
      Investor Interest of such Investors for the immediately preceding Accrual Period
      in accordance with Article II.

     

    Section
      4.3.  Suspension
      of
      the LIBO Rate.
      If any Investor
      notifies its related Managing Agent that it has determined in good faith that
      (i) the introduction of or any change in or in the interpretation or application
      of any law or regulation by any Governmental Authority (in each case after
      the
      date of this Agreement) makes it unlawful, or any central bank or other
      Governmental Authority asserts after the date of this Agreement that it is
      unlawful, for such Investor or its Funding Source to fund or maintain Investor
      Interests at the LIBO Rate, (ii) by reasons of circumstances affecting the
      interbank Eurodollar market either adequate and reasonable means do not exist
      for ascertaining the LIBO Rate for an Accrual Period, (iii) the applicable
      LIBO
      Rate will not adequately and fairly reflect the cost to such Investor or, if
      applicable, its Funding Source, of funding or maintaining Investor Interests,
      or
      (iv) such Investor or, if applicable, its Funding Source, is subject to
      restrictions on the amount of a category of Eurodollar liabilities or assets
      that it may hold corresponding to the Investor Interests, then (A) such Managing
      Agent shall notify the Program Agent and Seller and shall suspend the
      availability of the LIBO Rate with respect to each affected Investor until
      such
      later date on which each affected Investor shall have notified its related
      Managing Agent that the applicable circumstances described above in this
Section 4.3
      no longer exist,
      and (B) any affected Investor Interest then accruing Yield at such LIBO Rate
      shall thereupon and thereafter, until the first day of an Accrual Period on
      which such suspension has terminated, accrue Yield based upon the Alternate
      Rate.

     

    ARTICLE
      V 

     

    REPRESENTATIONS
      AND
      WARRANTIES

     

    Section
      5.1.  Representations
      and Warranties of the Seller Parties.
      Each Seller Party
      hereby represents and warrants to the Program Agent, the Managing Agents and
      the
      Investors, as to itself, as of the date hereof and as of the date of each
      Incremental Purchase and the date of each Reinvestment that:

     

    (a)  Existence
      and
      Power.
      Such Seller Party
      is (in the case of Servicer) a corporation duly organized or (in the case of
      Seller) a limited liability company duly formed, and in either case validly
      existing and in good standing under the laws of its state of organization and
      is
      duly qualified to do business and is in good standing as a foreign entity,
      and
      has and holds all power and all governmental licenses, authorizations, consents
      and approvals required to carry on its business in each jurisdiction in which
      its business is conducted except where the failure to so qualify or so hold
      could not reasonably be expected to have a Material Adverse Effect.

     

    (b)  Power
      and
      Authority; Due Authorization, Execution and Delivery.
      The execution and
      delivery by such Seller Party of this Agreement, each other Transaction Document
      to which it is a party, and the performance of its obligations hereunder and
      thereunder and, in the case of Seller, Seller’s purchase of Receivables under
      the Second Tier Sale Agreement, its sale of Investor Interests hereunder and
      its
      use of the proceeds of such sales, are within its powers and authority and
      have
      been duly authorized by all necessary action on its part. This Agreement and
      each other Transaction Document to which such Seller Party is a party has been
      duly executed and delivered by such Seller Party.

     

    (c)  No
      Conflict.
      The execution and
      delivery by such Seller Party of this Agreement, each other Transaction Document
      to which it is a party, and the performance of its obligations hereunder and
      thereunder and, in the case of Seller, its purchase of Receivables pursuant
      to
      the Second Tier Sale Agreement and its sale of Investor Interests hereunder,
      (i)
      do not contravene or violate (A) its certificate of incorporation or bylaws
      or
      its limited liability company agreement or certificate of formation, as
      applicable, (B) any law, rule or regulation applicable to it, including the
      Natural Gas Act, as amended, and the rules and regulations of FERC thereunder,
      (C) any restrictions under any agreement, contract or instrument to which it
      is
      a party or by which it or any of its property is bound, or (D) any order, writ,
      judgment, award, injunction or decree binding on or affecting it or its
      property, and (ii) do not result in the creation or imposition of any Adverse
      Claim on assets of such Seller Party or its Subsidiaries (except as created
      hereunder), except, in any case, where such contravention or violation could
      not
      reasonably be expected to have a Material Adverse Effect; and no transaction
      contemplated hereby requires compliance with any bulk sales act or similar
      law.

     

    (d)  Governmental
      Authorization.
      No authorization
      or approval or other action by, and no notice to or filing with (except as
      have
      been given, made or obtained), any governmental authority or regulatory body
      (including FERC) is required for the due execution and delivery by such Seller
      Party of this Agreement and each other Transaction Document to which it is
      a
      party and the performance of its obligations hereunder and thereunder, and,
      in
      the case of Seller, its purchase of Receivables pursuant to the Second Tier
      Sale
      Agreement and its issuance of the Junior Interest and the sale of Investor
      Interests hereunder, except for the filing of the financing statements required
      hereunder, which filings have been duly made. Seller does not, and will not
      during the term of this Agreement, engage in the transportation of natural
      gas
      in interstate commerce, or the sale in interstate commerce of such gas for
      resale. Each Seller Party jointly and severally represents and warrants that
      no
      authorization or approval or other action by, and no notice to or filing with
      FERC is required for the due execution and delivery by Seller of this Agreement
      and each other Transaction Document to which it is a party and the performance
      of its obligations hereunder and thereunder.

     

    (e)  Actions,
      Suits.
      (i) With respect
      to Seller, there is no litigation, action, suit or other legal or governmental
      proceeding pending or, to the best knowledge of either Seller Party, threatened,
      at law or in equity, or before or by any arbitrator or governmental authority
      or
      regulatory body relating to the transactions under this Agreement; and (ii)
      with
      respect to Servicer, there is no litigation, action, suit or other legal or
      governmental proceeding pending, or to the best knowledge of either Seller
      Party, threatened, against or affecting it, or any of its properties, in equity,
      or before or by any court, arbitrator or governmental authority relating to
      the
      transactions under this Agreement which, in any such case, could reasonably
      be
      expected to have a Material Adverse Effect, except for the proceedings described
      in Servicer’s annual report on Form 10 K for the year ended December 31,
      2005 or its quarterly report on Form 10 Q for the fiscal quarter ended
      June 30, 2006 as filed with the Securities and Exchange
      Commission.

     

    (f)  Binding
      Effect.
      This Agreement
      and each other Transaction Document to which such Seller Party is a party
      constitute the legal, valid and binding obligations of such Seller Party
      enforceable against such Seller Party in accordance with their respective terms,
      except as such enforcement may be limited by applicable bankruptcy, insolvency,
      reorganization or other similar laws relating to or limiting creditors’ rights
      generally and by general principles of equity (regardless of whether enforcement
      is sought in a proceeding in equity or at law).

     

    (g)  Accuracy
      of
      Information.
      All written
      information heretofore furnished by such Seller Party or any of its Affiliates
      to the Program Agent, the Managing Agents or the Investors (i) pursuant to
      any
      requirement of this Agreement or any of the other Transaction Document, (ii)
      in
      any Daily Report, Mid-Month Report or Monthly Report, or (iii) listed or
      described on Schedule C hereto is, and all such information hereafter
      furnished by such Seller Party or any of its Affiliates to the Program Agent,
      the Managing Agents or the Investors will be, true and accurate in all material
      respects on the date such information is stated or certified and does not and
      will not, when furnished, contain any material misstatement of fact or omit
      to
      state a material fact or any fact necessary to make the statements contained
      therein, when taken as a whole, not misleading (it being recognized that any
      estimated amounts, projections or forecasts provided to the Program Agent,
      the
      Managing Agents or the Investors are based on estimates and assumptions believed
      in good faith by such Seller Party on the date hereof or (if later) the date
      of
      delivery to be reasonable as of their date, and that actual results during
      the
      periods covered by such projections or forecasts may differ from projected
      or
      forecasted results).

     

    (h)  Use
      of
      Proceeds.
      No proceeds of
      any purchase hereunder will be used (i) for a purpose that violates, or would
      be
      inconsistent with, Regulation T, U or X promulgated by the Board of Governors
      of
      the Federal Reserve System from time to time or (ii) to acquire any security
      in
      any transaction which is subject to Section 12, 13 or 14 of the Securities
      Exchange Act of 1934, as amended.

     

    (i)  Good
      Title.
      Each purchase of
      Receivables by Seller or Finance LLC from Finance LLC or the Originator, as
      the
      case may be, pursuant to a Sale Agreement was made in good faith and without
      knowledge of any Adverse Claim against the Receivables purchased, except as
      contemplated by the Transaction Documents. Immediately prior to each purchase
      hereunder, Seller shall be the legal and beneficial owner of the Receivables
      and
      Related Security with respect thereto, free and clear of any Adverse Claim,
      except as contemplated by the Transaction Documents. There have been duly filed
      all financing statements or other similar instruments or documents necessary
      under the UCC of all appropriate jurisdictions to perfect Seller’s ownership
      interest in each Receivable, its Collections and the Related Security with
      respect thereto.

     

    (j)  Perfection.
      This Agreement,
      together with the filing of the financing statements contemplated hereby, is
      effective to, and shall, upon each purchase hereunder, transfer to the Program
      Agent for the benefit of the relevant Investor or Investors (and the Program
      Agent for the benefit of such Investor or Investors shall acquire from Seller)
      a
      valid and perfected first priority undivided percentage ownership or security
      interest in each Receivable existing or hereafter arising and in the Related
      Security and Collections with respect thereto, free and clear of any Adverse
      Claim, except as contemplated by the Transaction Documents. 

     

    (k)  Places
      of
      Business etc.
      The principal
      places of business and chief executive office of such Seller Party and the
      principal offices where it keeps its Records are located at the address(es)
      listed on Exhibit III
      or such other
      locations of which the Program Agent has been notified in accordance with
Section 7.2(a)
      and where all
      action required by Section 13.4(a)
      has been taken and
      completed. Seller is organized as a limited liability company under the laws
      of
      the state of Delaware. Seller’s Federal Employer Identification Number and the
      organizational identification number from its jurisdiction of organization
      are
      correctly set forth on Exhibit III.
      In the past five
      years. Seller has not used any names, trade names or assumed names other than
      the name in which it has executed this Agreement.

     

    (l)  Collections.
      The names and
      addresses of all Collection Banks, together with the account numbers of the
      Blocked Accounts of Seller at each Collection Bank, the post office box number
      of each Lock-Box are listed on Exhibit IV,
      as such exhibit
      may be amended from time to time in accordance with Section 7.2(b).

     

    (m)  Material
      Adverse
      Effect.
      Seller represents
      and warrants that since the date of this Agreement, no event has occurred that
      would have a Material Adverse Effect.

     

    (n)  Ownership
      of
      Seller.
      Finance LLC
      directly owns 100% of the issued and outstanding membership interests of Seller,
      free and clear of any Adverse Claim. There are no options, warrants or similar
      rights to acquire membership interests or other securities of Seller. Seller
      has
      no Subsidiaries.

     

    (o)  Not
      an
      Investment Company.
      Such Seller Party
      is not an “investment company” within the meaning of the Investment Company Act
      of 1940, as amended, or any successor statute.

     

    (p)  Compliance
      with
      Law.
      Such Seller Party
      and its Subsidiaries have complied in all respects with all applicable laws,
      rules, regulations, orders, writs, judgments, injunctions, decrees or awards
      to
      which it or they may be subject, except where the failure to so comply could
      not
      reasonably be expected to have a Material Adverse Effect. Each Receivable,
      together with the Contract related thereto, does not contravene any laws, rules
      or regulations applicable thereto (including the Natural Gas Act, the rules
      and
      regulations of FERC thereunder and laws, rules and regulations relating to
      truth
      in lending, fair credit billing, fair credit reporting, equal credit
      opportunity, fair debt collection practices and privacy), and no part of such
      Contract is in violation of any such law, rule or regulation, in each case
      except where such contravention or violation could not reasonably be expected
      to
      have a material adverse effect on the collectibility of such Receivable (other
      than Additional Amounts) or a Material Adverse Effect.

     

    (q)  Taxes.
      Such Seller Party
      and its Subsidiaries have duly filed all tax returns required to be filed by
      it,
      and has duly paid and discharged all taxes, assessments and governmental charges
      upon it or against its properties now due and payable, the failure to file
      or
      pay which, as applicable, would have a Material Adverse Effect, unless and
      to
      the extent only that the same are being contested in good faith and by
      appropriate proceedings by it or such Subsidiary.

     

    (r)  Payments
      to
      Finance LLC, etc.
      With respect to
      each Receivable transferred to Seller under the Second Tier Sale Agreement,
      Seller has given reasonably equivalent value to Finance LLC in consideration
      therefor and such transfer was not made for or on account of an antecedent
      debt.
      No transfer by Finance LLC of any Receivable under the Second Tier Sale
      Agreement is or may be voidable under any section of the Federal Bankruptcy
      Code
      or other statutory provisions or common law or equitable action by any
      Person.

     

    (s)  Enforceability
      of Contracts.
      Each Contract
      with respect to each Receivable included in the Net Receivable Pool Balance
      is
      effective to create, and has created, a legal, valid and binding obligation
      of
      the related Obligor to pay the Outstanding Balance of the Receivable created
      thereunder and any accrued interest thereon, enforceable against the Obligor
      in
      accordance with its terms, except as such enforcement may be limited by
      applicable bankruptcy, insolvency, reorganization or other similar laws relating
      to or limiting creditors’ rights generally and by general principles of equity
      (regardless of whether enforcement is sought in a proceeding in equity or at
      law); provided
      that no
      representation is made in this paragraph regarding Additional
      Amounts.

     

    (t)  Eligible
      Receivables.
      Each Receivable
      included in the Net Receivable Pool Balance as at any date of determination
      was
      or will be an Eligible Receivable on such date.

     

    (u)  Net
      Receivable
      Pool Balance.
      Immediately after
      giving effect to each purchase hereunder, the aggregate of the Investor
      Interests does not exceed 100%.

     

    (v)  Purpose.
      Seller has
      determined that, from a business viewpoint, the purchases of the Receivables
      and
      related interests thereto from Finance LLC under the Second-Tier Sale Agreement,
      and the sales of Investor Interests to the Investors and the other transactions
      contemplated herein, are in the best interests of Seller. No Incremental
      Purchase or Reinvestment hereunder is or may be voidable under any section
      of
      the Federal Bankruptcy Code or other statutory provisions or common law or
      equitable action by any Person.

     

    (w)  Collection
      of
      Third Party Amounts.
      No portion of the
      Collections in respect of any Receivable represents amounts such Seller Party
      is
      collecting on behalf of third parties.

     

    (x)  Servicer
      Fee.
      The amount of the
      Servicer Fee represents a fair market Servicer Fee for the servicing obligations
      performed by Servicer hereunder.

     

    ARTICLE
      VI

     

    CONDITIONS
      OF
      PURCHASES

     

    Section
      6.1.  Conditions
      Precedent to Initial Incremental Purchase and Restatement.
      The initial
      Incremental
      Purchase hereunder
      is
      subject to the conditions precedent that (a) the Program Agent shall have
      received on or before the date of such purchase those
      documents
      listed on Schedule B (in sufficient
      copies
      for each Managing Agent), each (unless otherwise indicated) dated the date
      of
      the initial Incremental Purchase, in form and substance satisfactory to the
      Managing Agents
      and (b) all fees
      and expenses required to be paid on such date pursuant to the terms of this
      Agreement and the Fee Letters have been paid.

     

    Section
      6.2.  Conditions
      Precedent to All Purchases.
      Each Incremental
      Purchase of an Investor Interest shall be subject to the further conditions
      precedent that in the case of each such purchase: (a) Servicer or Computation
      Agent shall have delivered to the Managing Agents on or prior to the date of
      such purchase, in form and substance satisfactory to the Managing Agents, all
      Periodic Reports as and when due under Section 8.5
      or Section 8.6(b);
      (b) the
      Amortization Date shall not have occurred; and (c) on the date of each such
      Incremental Purchase, the following statements shall be true (and acceptance
      of
      the proceeds of such Incremental Purchase shall be deemed a representation
      and
      warranty by Seller that such statements are then true):

     

    (i)  the
      representations
      and warranties set forth in Section 5.1
      are true and
      correct in all material respects on and as of the date of such Incremental
      Purchase as though made on and as of such date;

     

    (ii)  no
      event has
      occurred and is continuing, or would result from such Incremental Purchase,
      that
      will constitute an Amortization Event, and no event has occurred and is
      continuing, or would result from such Incremental Purchase, that would
      constitute a Potential Amortization Event; and

     

    (iii)  the
      Aggregate
      Capital does not exceed the Program Limit and the aggregate of the Investor
      Interests does not exceed 100%.

     

    It
      is expressly
      understood that, unless otherwise directed by any Managing Agent or any Investor
      or unless an
      Amortization
      Event shall have occurred and be continuing,
      each Reinvestment
      shall, occur automatically on each day that Servicer shall receive any
      Collections without the requirement that any further action be taken on the
      part
      of any Person and notwithstanding the failure of Seller to satisfy any of the
      foregoing conditions precedent.

     

    ARTICLE
      VII 

     

    COVENANTS

     

    Section
      7.1.  Affirmative
      Covenants of the Seller Parties.
      Until the date on
      which the Aggregate Unpaids have been indefeasibly paid in full and this
      Agreement terminates in accordance with its terms, each Seller Party hereby
      covenants, as to itself, as set forth below:

     

    (a)  Reporting.
      Such Seller Party
      will maintain, for itself and each of its Subsidiaries, a system of accounting
      established and administered in accordance with GAAP, and furnish or cause
      to be
      furnished to the Program Agent and the Managing Agents:

     

    (i)  Annual
      Reporting.
      Within 120 days
      after the close of each of Seller’s fiscal years, unaudited financial statements
      (which shall include balance sheets, statements of income and changes in
      stockholders’ equity and a statement of cash flows) for such fiscal year, all
      certified by a Responsible Officer of Seller as fairly presenting in all
      material respects the financial condition, results of operations and cash flows
      of Seller in accordance with GAAP, subject to the omission of footnote
      disclosure

     

    (ii)  Quarterly
      Reporting.
      Within 60 days
      after the close of the first three (3) quarterly periods of each of Seller’s
      fiscal years, unaudited balance sheets of Seller as at the close of each such
      period and statements of income and changes in stockholders’ equity and an
      unaudited statement of cash flows for Seller for the period from the beginning
      of such fiscal year to the end of such quarter, all certified by a Responsible
      Officer of Seller as fairly presenting in all material respects the financial
      condition, results of operations and cash flows of Seller in accordance with
      GAAP, subject to normal year-end adjustments and omission of footnote
      disclosure.

     

    (iii)  Compliance
      Certificate.
      Together with the
      financial statements required hereunder, a compliance certificate in
      substantially the form of Exhibit V
      signed by Seller’s
      Responsible Officer and dated the date of such annual financial statement or
      such quarterly financial statement, as the case may be.

     

    (b)  Notices.
      Such Seller Party
      will notify the Program Agent and the Managing Agents in writing of or, if
      applicable, provide the Program Agent and the Managing Agents copies of the
      following:

     

    (i)  Change
      in Credit
      and Collection Policy.
      At least thirty
      (30) days prior to the effectiveness of any material change in or material
      amendment to the Credit and Collection Policy, a copy of the Credit and
      Collection Policy then in effect and a notice (A) indicating such change or
      amendment, and (B) if such proposed change or amendment would be reasonably
      likely to materially adversely affect the collectibility of the Receivables
      (other than any portion thereof constituting an Additional Amount) or materially
      decrease the credit quality of any newly created Receivables (other than
      Additional Amounts), requesting each Managing Agent’s consent
      thereto.

     

    (ii)  Copies
      of
      Notices.
      Promptly upon its
      receipt of any notice, request for consent, financial statements, certification,
      report or other communication under or in connection with any Transaction
      Document from any Person other than the Program Agent, any Managing Agent or
      any
      Investor, copies of the same.

     

    (iii)  Other
      Information.
      Promptly, from
      time to time, such other information, documents, records or reports relating
      to
      the Receivables or the condition, financial or otherwise, of such Seller Party
      as the Program Agent or any Managing Agent may from time to time reasonably
      request in order to protect the interests of the Program Agent, the Managing
      Agents, and the Investors under or as contemplated by this
      Agreement.

     

    (c)  Notices.
      Such Seller Party
      will notify the Program Agent and each Managing Agent in writing of any of
      the
      following promptly (and in any case within two Business Days) upon a Responsible
      Officer’s actual knowledge thereof, describing the same and, if applicable, the
      steps being taken with respect thereto:

     

    (i)  Amortization
      Events or Potential Amortization Events.
      The occurrence of
      each Amortization Event and each Potential Amortization Event, by a statement
      of
      a Responsible Officer of such Seller Party. 

     

    (ii)  Judgment
      and
      Proceedings.
      (A) All
      litigation and of all proceedings before any governmental authority against
      or
      involving Servicer or any of its Subsidiaries, except any litigation or
      proceeding that in the reasonable judgment of Servicer (taking into account
      the
      availability of appeals) is not likely to have a Material Adverse Effect; and
      (B) the entry of any judgment or decree or the institution of any litigation,
      arbitration proceeding or governmental proceeding against Seller.

     

    (iii)  Material
      Adverse
      Effect.
      The occurrence of
      any event or condition that has had, or could reasonably be expected to have,
      a
      Material Adverse Effect.

     

    (iv)  Defaults
      Under
      Other Agreements.
      If any
      Indebtedness of Servicer or any of its Subsidiaries in excess of $25,000,000
      shall have been become due prior to its stated maturity, or any such
      Indebtedness of Servicer or any of its Subsidiaries shall be declared to be
      due
      and payable or required to be prepaid, repurchased, redeemed or defeased (other
      than by a regularly scheduled payment or a prepayment upon the sale of assets
      otherwise permitted thereunder), prior to the date of maturity thereof, by
      reason of a payment default by Servicer or any of its Subsidiaries or a default
      by Servicer or any of its Subsidiaries in the performance of any term, provision
      or condition contained in any agreement under which any such Indebtedness was
      created or is governed.

     

    (v)  Termination
      Date.
      The occurrence of
      the “Termination Date” under and as defined in either Sale
      Agreement.

     

    (d)  Compliance
      with
      Laws and Preservation of Corporate Existence.
      Such Seller Party
      will comply in all respects with all applicable laws, rules, regulations,
      orders, writs, judgments, injunctions, decrees or awards to which it may be
      subject, and will obtain and maintain all applicable authorizations or approvals
      from governmental authorities or regulatory bodies (including FERC), except
      where the failure to so comply or to obtain or maintain such authorization
      or
      approval could not reasonably be expected to have a Material Adverse Effect.
      It
      will preserve and maintain its corporate or limited liability company (as
      applicable) existence, rights, franchises and privileges in the jurisdiction
      of
      its organization, and qualify and remain qualified in good standing as a foreign
      entity in each jurisdiction where its business is conducted, except where the
      failure to so preserve and maintain or qualify could not reasonably be expected
      to have a Material Adverse Effect.

     

    (e)  Audits.
      Such Seller Party
      will furnish to the Program Agent and its representatives at all times, upon
      reasonable prior notice, reasonable full access during regular business hours
      to
      all of its offices and Records (wheresoever located, including any repository
      used to store any such Records), as appropriate to verify its compliance with
      this Agreement, and permit the Program Agent and its representatives to examine
      and audit the same, and make photocopies and/or computer tape or other digital
      media replicas thereof, and it agrees to render to the Program Agent and its
      representatives, at its sole cost and expense, such clerical and other
      assistance as may be reasonably requested with regard thereto. The Program
      Agent
      and its representatives shall also have the right to discuss its affairs with
      such Seller Party’s officers and to verify under appropriate procedures the
      validity, amount, quality, quantity, value and condition of, or any other matter
      relating to, the Receivables and the Related Security. Prior to the occurrence
      of a Termination Event, the number and frequency of any such audits by the
      Program Agent shall be limited to such number and frequency as shall be
      reasonable in the exercise of the Program Agent’s reasonable commercial
      judgment, but shall in no event exceed one such audit per year. Each such audit
      shall be at the sole expense of Servicer.

     

    (f)  Keeping
      and
      Marking of Records and Books.

     

    (i)  Servicer
      will (and
      will cause the Originator to) maintain and implement administrative and
      operating procedures (including an ability to recreate records evidencing
      Receivables in the event of the destruction of the originals thereof), and
      keep
      and maintain all documents, books, records and other information reasonably
      necessary or advisable for the collection of all Receivables (including records
      adequate to permit the immediate identification of each new Receivable and
      all
      Collections of and adjustments to each existing Receivable). Servicer will
      (and
      will cause the Originator to) give the Program Agent and each Managing Agent
      notice of any material change in the administrative and operating procedures
      referred to in the previous sentence if such proposed change or amendment could
      be reasonably expected to adversely affect the collectibility of the Receivables
      or decrease the credit quality of any newly created Receivables.

     

    (ii)  Such
      Seller Party
      will (and will exercise its rights under the Transaction Documents to cause
      the
      Originator to) at all times maintain an account in its master records indicating
      the aggregate amount of Receivables sold by the Originator to Finance LLC
      pursuant to the First Tier Sale Agreement and in turn sold by Finance LLC to
      Seller pursuant to the Second Tier Sale and in which Seller has issued the
      Senior Interest and/or a security interest to the Program Agent pursuant to
      this
      Agreement.

     

    (g)  Compliance
      with
      Contracts and Credit and Collection Policy.
      Such Seller Party
      will (and will cause the Originator to) timely and fully (i) perform and comply
      in all material respects with all provisions, covenants and other promises
      required to be observed by it under the Contracts related to the Receivables
      to
      the extent a failure to comply would adversely affect the collectibility of
      such
      Receivables (including by giving rise to a present right of offset by the
      applicable Obligor) and (ii) comply in all material respects with the Credit
      and
      Collection Policy and its collection procedures in regard to each Eligible
      Receivable and the related Contract.

     

    (h)  Performance
      and
      Enforcement of Sale Agreement.
      Seller will
      perform its obligations and undertakings under and pursuant to the Second Tier
      Sale Agreement, will purchase Receivables thereunder in compliance with the
      terms thereof and will, to the extent necessary in its reasonable business
      judgment, enforce the rights and remedies accorded to Seller, directly or as
      assignee, under the Sale Agreements, provided
      that after the
      occurrence and during the continuation of an Amortization Event, Seller shall
      enforce its rights and remedies under the Sale Agreements at the direction
      of
      the Program Agent. Seller will take all actions to perfect and enforce its
      rights and interests (and the rights and interests of the Program Agent and
      the
      Investors as assignees of Seller) under the Sale Agreements as the Program
      Agent
      or any Managing Agent may from time to time reasonably request, including making
      claims to which it may be entitled under any indemnity, reimbursement or similar
      provision contained in either Sale Agreement.

     

    (i)  Ownership.
      Seller will (or
      will cause the Originator to) take all necessary action to (i) vest legal and
      equitable title to the Receivables, the Related Security and the Collections
      purchased under the Second Tier Sale Agreement irrevocably in Seller, free
      and
      clear of any Adverse Claims other than Adverse Claims contemplated by the
      Transaction Documents, and (ii) establish and maintain, in favor of the Program
      Agent, for the benefit of the Investors, a valid and perfected first priority
      undivided percentage ownership interest (and/or a valid and perfected first
      priority security interest) in all Receivables, Related Security and Collections
      to the full extent contemplated herein, free and clear of any Adverse Claims
      other than Adverse Claims contemplated by the Transaction Documents; including
      in each case the filing of all financing statements or other similar instruments
      or documents necessary under the UCC of all appropriate jurisdictions to perfect
      the Program Agent’s (for the benefit of the Investors) interest in such
      Receivables, Related Security and Collections and such other action to perfect
      the interest of the Program Agent for the benefit of the Investors as the
      Program Agent or any Managing Agent may reasonably request.

     

    (j)  Investors’
      Reliance.
      Seller
      acknowledges that the Investors are entering into the transactions contemplated
      by this Agreement in reliance upon Seller’s identity as a legal entity that is
      separate from the Originator or any Affiliate thereof (each, an “El
      Paso
      Entity”).
      Therefore, from
      and after the date of execution and delivery of this Agreement, Seller shall
      take all reasonable steps, including all steps that the Program Agent, any
      Managing Agent or any Investor may from time to time reasonably request, to
      maintain Seller’s identity as a separate legal entity and to make it manifest to
      third parties that Seller is an entity with assets and liabilities distinct
      from
      those of any El Paso Entity thereof and not just a division of a El Paso Entity.
      Without limiting the generality of the foregoing and in addition to the other
      covenants set forth herein,

     

    (i)  Seller
      shall:

     

    (A)  maintain
      books and
      records and bank accounts separate from those of any other Person;

     

    (B)  maintain
      its assets
      in such a manner that it is not costly or difficult to segregate, identify
      or
      ascertain such assets;

     

    (C)  comply
      with all
      organizational formalities necessary to maintain its separate
      existence;

     

    (D)  hold
      itself out to
      creditors and the public as a legal entity separate and distinct from any other
      entity;

     

    (E)  maintain
      separate
      financial statements, showing its assets and liabilities separate and apart
      from
      those of any other Person and not have its assets listed on any financial
      statement of any other Person; except that Seller’s assets may be included in a
      consolidated financial statement of its Affiliate so long as appropriate
      notation is made on such consolidated financial statements to indicate the
      separateness of Seller from such Affiliate and to indicate that Seller’s assets
      and credit are not available to satisfy the debts and other obligations of
      such
      Affiliate or any other Person;

     

    (F)  prepare
      and file
      its own tax returns separate from those of any Person to the extent required
      by
      applicable law, and pay any taxes required to be paid by applicable
      law;

     

    (G)  allocate
      and charge
      fairly and reasonably any common employee or overhead shared with
      Affiliates;

     

    (H)  not
      enter into any
      transaction with Affiliates except on an arm’s-length basis and pursuant to
      written, enforceable agreements;

     

    (I)  conduct
      business in
      its own name, and use separate stationery, invoices and checks;

     

    (J)  not
      commingle its
      assets or funds with those of any other Person; 

     

    (K)  not
      assume,
      guarantee or pay the debts or obligations of any other Person;

     

    (L)  correct
      any known
      misunderstanding as to its separate identity;

     

    (M)  not
      permit any
      Affiliate to guarantee or pay its obligations; 

     

    (N)  not
      make loans or
      advances to any other person; 

     

    (O)  pay
      its liabilities
      and expenses out of its own funds; 

     

    (P)  maintain
      a
      sufficient number of employees in light of its contemplated business purpose
      and
      pay the salaries of its own employees, if any, only from its own
      funds;

     

    (Q)  maintain
      adequate
      capital in light of its contemplated business purpose, transactions and
      liabilities; provided
      that the foregoing
      shall not require the member of Seller to make additional capital contributions
      to Seller; and

     

    (R)  cause
      the managers,
      agents and other representatives of Seller to act at all times with respect
      to
      Seller consistently and in furtherance of the foregoing and in the best
      interests of Seller;

     

    (S)  at
      all times have
      an Independent Manager and ensure that all limited liability company actions
      relating to (x) the selection, maintenance or replacement of the Independent
      Manager, (y) the dissolution or liquidation of Seller or (z) the initiation
      of,
      participation in, acquiescence in or consent to any bankruptcy, insolvency,
      reorganization or similar proceeding involving Seller, are duly authorized
      by
      unanimous consent of Seller’s members and managers, including the Independent
      Manager; and

     

    (T)  take
      such other
      actions as are reasonably necessary on its part to ensure that the facts and
      assumptions set forth in the opinion issued by Andrews Kurth LLP, as counsel
      for
      Seller, in connection with the closing of the Original Agreement and relating
      to
      substantive consolidation issues, and in the certificates accompanying such
      opinion, remain true and correct in all material respects at all times,
      and

     

    (ii)  Seller
      shall
      not:

     

    (A)  guarantee
      any
      obligation of any Person, including any Affiliate or become obligated for the
      debts of any other Person or hold out its credit as being available to pay
      the
      obligations of any other Person;

     

    (B)  engage,
      directly or
      indirectly, in any business other than as required or permitted to be performed
      under this Agreement and the Second Tier Sale Agreement;

     

    (C)  incur,
      create or
      assume any indebtedness or liabilities other than as expressly permitted under
      this Agreement and the Second Tier Sale Agreement;

     

    (D)  make
      or permit to
      remain outstanding any loan or advance to, or own or acquire any stock or
      securities of, any Person other than as permitted under this Agreement and
      the
      Second Tier Sale Agreement;

     

    (E)  to
      the fullest
      extent permitted by law, engage in any dissolution, liquidation, consolidation,
      merger, sale or other transfer of any of its assets outside the ordinary course
      of Seller’s business;

     

    (F)  buy
      or hold
      evidence of indebtedness issued by any other Person (other than cash or
      investment-grade securities);

     

    (G)  form,
      acquire or
      hold any subsidiary (whether corporate, partnership, limited liability company
      or other) or own any equity interest in any other entity, except, in each case,
      for the Buyer; or

     

    (H)  own
      any asset or
      property other than the Receivables and proceeds thereof, and such other
      property as is contemplated by this Agreement and the Second Tier Sale
      Agreement.

     

    (k)  Collections.
      Such Seller Party
      will cause (i) all Obligors to be directed to remit all Collections to a
      Lock-Box, a Blocked Account, (ii) all proceeds from all Lock-Boxes to be
      deposited into a Blocked Account, (iii) each Blocked Account to be subject
      at
      all times to a Blocked Account Agreement that is in full force and effect and
      (iv) each Lock-Box to be subject at all times to a Blocked Account Agreement
      that is in full force and effect. In the event any payments relating to
      Receivables are remitted directly to Seller or any Affiliate of Seller, Seller
      will remit (or will cause all such payments to be remitted) directly to a
      Collection Bank and deposited into a Blocked Account within two (2) Business
      Days, and, at all times prior to such remittance, Seller will itself hold or,
      if
      applicable, will cause such payments to be held in trust for the exclusive
      benefit of the Program Agent, the Managing Agents and the Investors. Seller
      will
      maintain exclusive ownership, dominion and control of each Blocked Account
      and
      Lock-Box and shall not grant the right to take dominion and control of any
      Blocked Account or Lock-Box at a future time or upon the occurrence of a future
      event to any Person, in each case except that such action may be taken (i)
      with
      respect to Lock-Boxes subject to a Blocked Account Agreement signed by the
      Collection Bank with the right to take dominion and control of such Lock-Box
      and
      (ii) to the extent otherwise contemplated by this Agreement, a Blocked Account
      Agreement. Seller will not maintain any accounts or lockboxes, other than
      Lock-Boxes, Blocked Accounts and the Collection Account maintained in accordance
      with this Agreement.

     

    (l)  Taxes.
      Such Seller Party
      will file all tax returns and reports required by law to be filed by it and
      will
      promptly pay all taxes and governmental charges at any time owing, except any
      such taxes which are not yet delinquent or are being diligently contested in
      good faith by appropriate proceedings, for which adequate reserves in accordance
      with GAAP (if any) shall have been set aside on its books and where the failure
      to so file or pay could not reasonably be expected to have a Material Adverse
      Effect. Seller will pay when due any taxes payable in connection with the
      Receivables, exclusive of taxes on or measured by income or gross receipts
      of
      any Conduit Investor, the Program Agent, any Managing Agent or any Committed
      Investor.

     

    (m)  Insurance.
      Seller will
      maintain in effect, or cause to be maintained in effect, at Seller’s own
      expense, such casualty and liability insurance as Seller shall deem appropriate
      in its good faith business judgment. Seller will pay, or cause to be paid,
      the
      premiums therefor. The foregoing requirements shall not be construed to negate,
      reduce or modify, and are in addition to, Seller’s obligations
      hereunder.

     

    (n)  Payment
      to
      Originator.
      With respect to
      any Receivable purchased by Seller from Finance LLC, such sale shall be effected
      under, and in strict compliance with the terms of, the Second Tier Sale
      Agreement, including the terms relating to the method of payment and amount
      and
      timing of payments to be made to Finance LLC in respect of the purchase price
      for such Receivable.

     

    (o)  Operation
      of
      Pipelines.
      In the case of
      Servicer, it will (i) remain an open access transporter, to retain its blanket
      certificate under Part 284 of Title 18 of the Code of Federal Regulations,
      and
      (ii) operate its currently constituted transmission pipelines, as they may
      be
      expanded from time to time, in an efficient and business-like manner or to
      maintain all necessary FERC and other governmental authorizations and approvals
      necessary to operate its currently constituted transmission pipeline business,
      as it may be expanded from time to time.

     

    Section
      7.2.  Negative
      Covenants of Seller Parties.
      Until the date on
      which the Aggregate Unpaids have been indefeasibly paid in full and this
      Agreement terminates in accordance with its terms, each Seller Party hereby
      covenants, as to itself, that:

     

    (a)  Name
      Change,
      Offices and Records.
      Seller will not
      (and will not permit the Originator to) (i) make any change to its name,
      identity or corporate structure (within the meaning of the applicable enactment
      of the UCC) or relocate its chief executive office or any office where Records
      are kept unless, at least forty-five (45) days prior to the effective date
      of
      any such change or relocation Seller notifies the Program Agent thereof and
      delivers to the Program Agent all financing statements, instruments, legal
      opinions and other documents reasonably requested by the Program Agent or any
      Managing Agent may reasonably request in connection with such change or
      relocation and has taken all other steps to ensure that the Program Agent,
      for
      the benefit of itself and the Investors, continues to have a first priority,
      perfected ownership or security interest in the Receivables, the Related
      Security related thereto and any Collections thereon, or (ii) change its
      jurisdiction of incorporation or formation (within the meaning of the applicable
      enactment of the UCC) unless the Program Agent shall have received from Seller,
      prior to such change, (A) those items described in clause (i) hereof, and (B)
      if
      the Program Agent, any Managing Agent or any Investor shall so request, an
      opinion of counsel, in form and substance reasonably satisfactory to such
      Person, as to such organization and Seller’s or the Originator’s, as applicable,
      valid existence and good standing and the perfection and priority of the Program
      Agent’s ownership or security interest in the Receivables, the Related Security
      and Collections. In accordance with Section 13.12(b),
      the provisions of
      this Agreement shall apply to any successors or assigns.

     

    (b)  Change
      in
      Payment Instructions to Obligors; Accounts.
      Such Seller Party
      will not add or terminate any bank as a Collection Bank, or make any change
      in
      the instructions to Obligors regarding payments to be made to any Blocked
      Account or Lock-Box, unless the Program Agent shall have received, at least
      ten
      (10) days before the proposed effective date therefor, (i) written notice of
      such addition, termination or change, and (ii) with respect to the addition
      of a
      Collection Bank, a Blocked Account or Lock-Box, an executed Blocked Account
      Agreement with respect to the new Blocked Account or Lock-Box; provided
      that Servicer may
      make changes in instructions to Obligors regarding payments otherwise restricted
      above if such new instructions require such Obligor to make payments to another
      existing Blocked Account or Lock-Box. A revised Exhibit IV
      shall be delivered
      by Seller to the Program Agent in connection with any addition or termination
      of
      any Blocked Account or Lock-Box in accordance with the provisions of this
      section and Exhibit IV
      shall be deemed to
      be amended hereby upon such delivery.

     

    (c)  Modifications
      to
      Credit and Collection Policy.
      Subject to
Section 7.1(b)(i),
      such Seller
      Party will not, and will not permit the Originator to, make any change to the
      Credit and Collection Policy that could materially adversely affect the
      collectibility of the Receivables (other than any portion thereof constituting
      an Additional Amount) or the credit quality of any newly created Receivables
      (other than Additional Amounts).

     

    (d)  Sales,
      Liens.
      Seller will not
      sell, assign (by operation of law or otherwise) or otherwise dispose of, or
      grant any option with respect to, or create or suffer to exist any Adverse
      Claim
      upon (including the filing of any financing statement) or with respect to,
      any
      Receivable, Related Security or Collections, or upon or with respect to any
      Contract under which any Receivable arises, or any Blocked Account or Lock-Box,
      or assign any right to receive income with respect thereto (other than, in
      each
      case, as contemplated by the Transaction Documents), and Seller will defend
      the
      right, title and interest of the Program Agent and the Investors in, to and
      under any of the foregoing property, against all claims of third parties
      claiming through or under Seller or the Originator.

     

    (e)  Termination
      Date
      Determination; Modification of Sale Agreements.
      Seller will not
      (i) designate the Termination Date (as defined in the Second Tier Sale
      Agreement), (ii) send any written notice to Finance LLC in respect thereof,
      or
      (iii) consent to Finance LLC designating the Termination Date (as defined in
      the
      First Tier Sale Agreement) or sending any written notice to the Originator
      in
      respect thereof, in each case without the prior written consent of the Program
      Agent and each Managing Agent, except with respect to the occurrence of such
      Termination Date arising pursuant to Section 5.1(d)
      of either Sale
      Agreement. No Seller Party will amend or otherwise modify or terminate any
      Sale
      Agreement without the written consent of the Program Agent and each Managing
      Agent, except with respect to a termination upon the occurrence of a Termination
      Date arising pursuant to Section 5.1(d)
      of either Sale
      Agreement.

     

    (f)  Mergers,
      Acquisitions etc.
      Seller will not
      merge into or consolidate with any other Person or permit any other Person
      to
      merge with or into or consolidate with it, or purchase, lease or otherwise
      acquire (in one transaction or a series of transactions) all or substantially
      all of the assets of any other Person (whether directly by purchase, lease
      or
      other acquisition of all or substantially all of the assets of such Person
      or
      indirectly by purchase or other acquisition of all or substantially all of
      the
      capital stock of such other Person) other than acquisitions of Receivables
      pursuant to the Second Tier Sale Agreement.

     

    (g)  Modification
      of
      Reporting Procedures.
      Seller shall not,
      without the prior consent of the Program Agent (such consent not to be
      unreasonably withheld or delayed), permit any amendment which would materially
      change the calculation methods used to generate the reports delivered in
      accordance with Section 8.5
      hereof.

     

    ARTICLE
      VIII 

     

    ADMINISTRATION
      AND
      COLLECTION

     

    Section
      8.1.  Designation
      of
      Servicer.

     

    (a)  The
      servicing,
      administration and collection of the Receivables shall be conducted by such
      Person or Persons (the “Servicer”
and,
      if multiple
      Persons, collectively, the “Servicer”)
      so designated
      from time to time in accordance with this Section 8.1.
      Colorado
      Interstate Gas Company is hereby designated as, and hereby agrees to perform
      the
      duties and obligations of, Servicer pursuant to the terms of this Agreement.
      The
      Program Agent (with the consent or direction of the Required Committed
      Investors) may designate as Servicer any Person to succeed Colorado Interstate
      Gas Company or any successor Servicer at any time after the occurrence of an
      Amortization Event. Without the prior written consent of the Program Agent,
      Colorado Interstate Gas Company (nor any of its delagatees) shall not be
      permitted to delegate any of its duties or responsibilities as Servicer to
      any
      Person other than El Paso Corporation pursuant to Section 8.6
      hereof.

     

    (b)  Notwithstanding
      any
      permitted delegation by Colorado Interstate Gas Company pursuant to Section 8.1(a),
      (a) Colorado
      Interstate Gas Company shall be and remain primarily liable to the Program
      Agent, the Managing Agents and the Investors for the full and prompt performance
      of all duties and responsibilities of Servicer hereunder and (b) the Program
      Agent, the Managing Agents and the Investors shall be entitled to deal
      exclusively with Colorado Interstate Gas Company in matters relating to the
      discharge by Servicer of its duties and responsibilities hereunder. The Program
      Agent, the Managing Agents and the Investors shall not be required to give
      notice, demand or other communication to any Person other than Colorado
      Interstate Gas Company in order for communication to Servicer and any
      sub-servicers or other delegate with respect thereto to be accomplished.
      Colorado Interstate Gas Company at all times that it is Servicer, shall be
      responsible for providing any sub-servicer or other delegate of Servicer with
      any notice given to Servicer under this Agreement.

     

    Section
      8.2.  Duties
      of
      Servicer.

     

    (a)  Servicer
      shall take
      or cause to be taken all such actions as may be necessary or advisable to
      collect each Receivable from time to time, all in accordance with applicable
      laws, rules and regulations, with reasonable care and diligence, and in
      accordance with its collection practices.

     

    (b)  Servicer
      will
      instruct all Obligors to pay all Collections directly to a Lock-Box or a Blocked
      Account. Servicer shall effect a Blocked Account Agreement substantially in
      the
      form of Exhibit VI
      with each bank at
      which a Blocked Account or Lock-Box is held at any time and with the bank at
      which the Collection Account is held. In the case of any remittances received
      in
      any Lock-Box or Blocked Account that shall have been identified, to the
      satisfaction of Servicer, as not constituting Collections or other proceeds
      of
      the Receivables or the Related Security, Servicer shall promptly remit such
      items to the Person identified to it as being the owner of such remittances.
      From and after the date the Program Agent delivers to any Collection Bank a
      Collection Notice pursuant to Section 8.3,
      the Program Agent
      may request that Servicer, and Servicer thereupon promptly shall instruct all
      Obligors with respect to the Receivables, to remit all payments thereon to
      a
      depositary account specified by the Program Agent and, at all times thereafter,
      Seller and Servicer shall not deposit or otherwise credit, and shall not permit
      any other Person to deposit or otherwise credit to such new depositary account
      any cash or payment item other than Collections.

     

    (c)  Servicer
      shall
      administer the Collections in accordance with the procedures described herein
      and in Article II.
      Servicer shall
      set aside and hold in trust for the account of Seller and the Investors their
      respective shares of the Collections in accordance with Article II.
      Servicer shall,
      upon the request of the Program Agent (with the consent or at the direction
      of
      the Required Committed Investors), segregate, in a manner acceptable to the
      Program Agent and the Required Committed Investors, all cash, checks and other
      instruments received by it from time to time constituting Collections from
      the
      general funds of Servicer or Seller prior to the remittance thereof in
      accordance with Article II.

     

    (d)  Servicer
      may, in
      accordance with its collection practices, extend the maturity of any Receivable
      or adjust the Net Outstanding Balance of any Receivable as Servicer determines
      to be appropriate to maximize Collections thereof; provided
      that such
      extension or adjustment shall not alter the status of such Receivable as a
      Delinquent Receivable, Defaulted Receivable or limit the rights of the Program
      Agent, the Managing Agents or the Investors under this Agreement.

     

    (e)  Servicer
      shall hold
      in trust for Seller and the Investors all Records that (i) evidence or relate
      to
      the Receivables, the related Contracts and Related Security or (ii) are
      otherwise necessary or desirable to collect the Receivables and shall, if an
      Amortization Event exists, as soon as reasonably practicable upon demand of
      the
      Program Agent (with the consent or at the direction of the Required Committed
      Investors), deliver or make available to the Program Agent all such Records,
      at
      a place selected by the Program Agent. Servicer shall, as soon as practicable
      following receipt thereof turn over to Seller any cash collections or other
      cash
      proceeds received with respect to Indebtedness not constituting
      Receivables.

     

    (f)  Any
      payment by an
      Obligor in respect of any indebtedness owed by it to the Originator or Seller
      shall, except as otherwise specified by such Obligor or otherwise required
      by
      contract or law and unless otherwise instructed by the Program Agent, be applied
      as a Collection of any Receivable of such Obligor (starting with the oldest
      such
      Receivable) to the extent of any amounts then due and payable thereunder before
      being applied to any other receivable or other obligation of such
      Obligor.

     

    Section
      8.3.  Collection
      Notices.
      The Program Agent
      (acting with the consent or at the direction of the Required Committed
      Investors) is authorized at any time when an Amortization Event exists or a
      Collection Notice Event has occurred and is continuing, to
      date and to
      deliver to the Collection Banks the Collection Notices and thereafter to make
      transfers and payments from Blocked Accounts and the Collection Account in
      lieu
      of Servicer in accordance with Article II of this Agreement. In making any
      such transfers and payments, the Program Agent shall be entitled to rely on
      the
      periodic reports provided by Servicer hereunder and upon notices from any
      Managing Agent and any Investor with respect to amounts payable to such Managing
      Agent (or members of its Investor Group) or to such Investor and upon the
      Program Agent’s records with respect to payments to be made to the Program
      Agent, any Managing Agent and any Investor and shall be fully protected in
      acting thereon; provided
      that if the
      Program Agent determines in good faith that it does not have sufficient
      information to determine amounts transferable or payable from Blocked Accounts
      and the Collection Account hereunder or has conflicting information with respect
      thereto, the Program Agent shall be entitled, but shall not be required, to
      transfer such amounts to, or to retain such amounts in, the Collection Account
      pending its receipt of further information satisfactory to it. Seller hereby
      transfers to the Program Agent for the benefit of the Investors, effective
      when
      the Program Agent delivers any such notice, the exclusive ownership and control
      of the applicable Blocked Account and control of the applicable Lock-Box. In
      case any authorized signatory of Seller whose signature appears on a Blocked
      Account Agreement shall cease to have such authority before the delivery of
      such
      notice, such Collection Notice shall nevertheless be valid as if such authority
      had remained in force. Seller hereby authorizes the Program Agent, and agrees
      that the Program Agent shall be entitled, when an Amortization Event exists
      or a
      Collection Notice Event has occurred and is continuing, to (A) endorse Seller’s
      name on checks and other instruments representing Collections, (B) enforce
      the
      Receivables, the related Contracts and the Related Security and (C) take such
      action as shall be necessary or desirable to cause all cash, checks and other
      instruments constituting Collections of Receivables to come into the possession
      of the Program Agent rather than Seller.

     

    Section
      8.4.  Responsibilities
      of Seller.
      Anything herein
      to the contrary notwithstanding, the exercise by the Program Agent, the Managing
      Agents and the Investors of their rights hereunder shall not release Servicer,
      the Originator or Seller from any of their duties or obligations with respect
      to
      any Receivables or under the related Contracts. None of the Program Agent,
      the
      Managing Agents or the Investors shall have any obligation or liability with
      respect to any Receivables or related Contracts, nor shall any of them be
      obligated to perform the obligations of Seller.

     

    Section
      8.5.  Reports.
      Servicer shall
      prepare and deliver to each Managing Agent and the Program Agent (a) a Monthly
      Report with respect to each Monthly Period not later than 3:00 p.m. (New York
      time) on the related Monthly Report Date, (b) a Mid-Month Report with respect
      to
      each Monthly Period not later than 3:00 p.m. (New York time) on the related
      Mid-Month Report Date, (c) a Daily Report with respect to (i) the first Daily
      Settlement Date for each Monthly Period, and (ii) each Daily Settlement Date
      on
      which funds were remitted to Seller pursuant to clause (ii)(B)
      of Section 2.3,
Section 2.4(a)
      or Section 2.4(b)
      and the
      immediately following Daily Settlement Date, in each case not later than 1:00
      p.m. (New York time) on the Business Day immediately following such Daily
      Settlement Date and (d) at such times as any Managing Agent shall reasonably
      request, an aging of Receivables. Each Monthly Report, Mid-Month Report and
      Daily Report shall be certified as being true and correct in all material
      respects by a Responsible Officer of Servicer (or, with respect to amounts
      identified therein as estimates, as being estimated reasonably and based on
      Servicer’s records and assumptions believed in good faith by such Responsible
      Officer).

     

    Section
      8.6.  Computation
      Agent.

     

    (a)  El
      Paso Corporation
      is hereby designated as, and, by its acceptance of this Agreement set forth
      below, hereby agrees to perform the duties and obligations of, the Computation
      Agent pursuant to the terms of this Agreement. The Program Agent (with the
      consent or direction of the Required Committed Investors) may designate as
      Computation Agent any Person to succeed El Paso Corporation or any successor
      at
      any time after the occurrence of an Amortization Event.

     

    (b)  The
      Computation
      Agent shall aggregate and prepare certain portions of the reports to be provided
      by the Servicer pursuant to Section 8.5
      (as more fully
      specified in the applicable form of report) and shall deliver such portions
      to
      each Managing Agent and the Program Agent not later than the time at which
      such
      report is due as provided in such Section.

     

    Section
      8.7.  Servicer
      Fees.
      Servicer shall be
      entitled to receive a fee (the “Servicer
      Fee”)
      equal to 1.00%
      per annum multiplied by the average daily aggregate Outstanding Balance of
      all
      Eligible Receivables, payable in arrears on each Monthly Settlement Date for
      the
      immediately preceding Monthly Period out of Collections available for such
      purpose pursuant to Article II
      on such Monthly
      Settlement Date. The Investors’ share of the Servicer Fee shall be equal to the
      Servicer Fee Rate multiplied by the average daily Aggregate Capital of the
      Investor Interests payable as provided above. Upon the appointment of a
      successor servicer under this Agreement which is not an Affiliate of Servicer,
      the Servicer Fee shall be such amount as the Managing Agents, with the consent
      of the Required Committed Investors, shall reasonably determine. Notwithstanding
      anything herein to the contrary, the Servicer Fee shall be payable only from
      Collections pursuant to, and subject to the priority of payments set forth
      in,
Article II.
      To the extent
      such Collections are not sufficient to pay the Servicer Fee in full, none of
      Seller, the Program Agent or any Managing Agent or Investor shall have any
      liability for the deficiency. The Computation Agent shall be entitled to receive
      a fee and reimbursement of expenses from Servicer in such amounts and payable
      at
      such times as the Computation Agent and Servicer may agree upon from time to
      time. In no event shall Seller, the Program Agent or any Managing Agent or
      Investor shall have any liability for payment of any fees or expenses of the
      Computation Agent.

     

    ARTICLE
      IX 

     

    AMORTIZATION
      EVENTS

     

    Section
      9.1.  Amortization
      Events.
      The occurrence of
      any one or more of the following events shall constitute an Amortization
      Event:

     

    (a)  Any
      Seller Party
      shall fail (i) to make any payment or deposit required hereunder when due and
      such failure continues for two Business Days, (ii) in the case of Servicer,
      to
      deliver any report required to be delivered pursuant to Section 8.5 when
      due and such failure, if it is caused by a Force Majeure Event, continues for
      two Business Days, (iii) to perform or observe any term, covenant or agreement
      contained in Section 7.1(b),
7.1(c),
7.1(h)-(k)
      and (n),
Section 7.2,
Section 9.1
      (other than as
      referred to in clause (i)
      or (ii)
      of this
subsection (a)
      or Section 9.1(d))
      and with respect
      to Servicer only, Section 8.2(b),
      and such failure
      shall continue for five consecutive Business Days after the earlier of receipt
      of written notice thereof from the Program Agent or any Managing Agent, or a
      Seller Party’s Responsible Officer’s actual knowledge thereof or (iii) to
      perform or observe any term, covenant or agreement hereunder (other than as
      referred to in clause (i)
      or (ii)
      of this
subsection (a)
      or Section 9.1(d))
      and such failure
      shall continue for twenty consecutive days after the earlier of receipt of
      written notice thereof from the Program Agent or any Managing Agent, or a Seller
      Party’s Responsible Officer’s actual knowledge thereof.

     

    (b)  Any
      representation,
      warranty, certification or statement made by any Seller Party in this Agreement,
      any other Transaction Document or in any other document delivered pursuant
      hereto or thereto shall prove to have been (i) with respect to any
      representations, warranties, certifications or statements which contain a
      materiality qualifier, incorrect in any respect when made or deemed made and
      (ii) with respect to any representations, warranties, certifications or
      statements which do not contain a materiality qualifier, incorrect in any
      material respect when made or deemed made; provided
      that an
      Amortization Event shall not occur in connection with a breach (including with
      respect to delivery of reports or other information) of any of the
      representations in paragraphs (g), (i), (j), (r), (s), (t), (u) or (w) of
Section 5.1
      with respect to
      any Receivable or Related Security if either (i) the aggregate of the Investor
      Interests does not exceed 100% after a recalculation of the Investor Interests
      excluding such Receivable and all Receivables, if any, related to such Related
      Security from the Net Receivable Pool Balance or (ii) the aggregate of the
      Investor Interests does not exceed 100% after a recalculation of the Investor
      Interests excluding such Receivable and all Receivables, if any, related to
      such
      Related Security from the Net Receivable Pool Balance and Seller has made the
      payment required by, and in accordance with, Section 2.8.

     

    (c)  Failure
      of Seller
      to pay any Indebtedness when due, giving effect to any applicable grace
      periods.

     

    (d)  Any
      Seller Party or
      the Originator (i) 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 (ii) any proceeding shall
      be
      instituted by or against any such Person seeking to adjudicate it 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 or other similar official for it or any substantial part of its property
      or (iii) any such Person shall take any corporate or limited liability company
      action to authorize any of the actions set forth in clause (ii) above in this
      subsection (d).

     

    (e)  As
      at the end of
      any Monthly Period, (i) the average of the Dilution Ratios for such Monthly
      Period and the two preceding Monthly Periods shall exceed 1.0% (ii) the average
      of the Delinquency Ratios for such Monthly Period and the two preceding Monthly
      Periods shall exceed 3.0%, or (iii) the average of the Loss Ratios for such
      Monthly Period and the two preceding Monthly Periods shall exceed
      5.0%.

     

    (f)  A
      Change of Control
      shall occur.

     

    (g)  A
      Material Adverse
      Effect shall occur.

     

    (h)  One
      or more
      judgments, decrees, arbitration or binding mediation award(s) and/or
      settlement(s) for the payment of money in excess of $100,000 in the aggregate
      shall be entered against Seller, and either (i) within thirty (30) days
      from the later of (A) the entry of any such judgment or decree or the date
      of
      any such award or settlement (as applicable) and (B) the date any payment
      is required to be made on or with respect to any such judgment, decree, award
      or
      settlement pursuant to the terms thereof, the same shall not have been paid,
      discharged or vacated, or in the case of a judgment, decree or award, stayed
      pending appeal, or shall not have been discharged or vacated within thirty
      (30)
      days from the entry of a final order of affirmance on appeal or
      (ii) enforcement proceedings shall be commenced by any creditor on any such
      judgment, decree, award or settlement.

     

    (i)  (i)
      The
“Termination Date” under and as defined in either Sale Agreement shall occur
      under such Sale Agreement, (ii) the Originator shall for any reason cease to
      transfer, or cease to have the legal capacity to transfer, or otherwise be
      incapable of transferring Receivables to Finance LLC under the First Tier Sale
      Agreement, or (iii) Finance LLC shall for any reason cease to transfer, or
      cease
      to have the legal capacity to transfer, or otherwise be incapable of
      transferring Receivables to Seller under the Second Tier Sale
      Agreement.

     

    (j)  This
      Agreement
      shall terminate in whole or in part (except in accordance with its terms),
      or
      shall cease to be effective or to be the legally valid, binding and enforceable
      obligation of Seller, or the Program Agent for the benefit of the Investors
      shall cease to have a valid and perfected first priority security interest
      in
      the Receivables, the Related Security and the Collections with respect thereto
      and the Lock-Boxes, Blocked Accounts and all agreements related
      thereto.

     

    (k)  With
      respect to any
      day, the aggregate of the Investor Interests exceeds 100%; provided
      that such event
      shall not constitute an Amortization Event if such excess shall have been cured
      by a Special Adjustment Payment made in accordance with Section 2.2,
      if applicable, or
      otherwise by an increase in the Net Receivable Pool Balance or the Collection
      Account Amount or a reduction in the Aggregate Capital not later than the next
      following Business Day (or, if such day is not Business Day, by not later than
      the second following Business Day).

     

    Section
      9.2.  Remedies.
      Upon the
      occurrence and during the continuation of an Amortization Event, the Program
      Agent may, or upon the direction of the Required Committed Investors shall,
      with
      written notice to Seller and Servicer, take any of the following actions: (i)
      replace the Person then acting as Servicer, (ii) declare the Amortization Date
      to have occurred, whereupon the Amortization Date shall forthwith occur, without
      demand, protest or further notice of any kind, all of which are hereby expressly
      waived by each Seller Party; provided
      that upon the
      occurrence of an Amortization Event described in Section 9.1(d),
      or of an actual
      or deemed entry of an order for relief with respect to the Originator or any
      Seller Party under the Federal Bankruptcy Code, the Amortization Date shall
      automatically occur, without demand, protest or any notice of any kind, all
      of
      which are hereby expressly waived by each Seller Party, (iii) to the fullest
      extent permitted by applicable law, declare that the Default Fee shall accrue
      with respect to any of the Aggregate Unpaids (other than amounts on which Yield
      is accruing at the default rate pursuant to Section 9.3)
      outstanding at
      such time, and (iv) deliver the Collection Notices to the Collection Banks.
      In
      addition, at any time after the occurrence and during the continuance of an
      Amortization Event, the Program Agent may, (or, at the direction of the Required
      Committed Investors, shall) or the Program Agent may (or, at the direction
      of
      the Required Committed Investors, shall) direct Seller or Servicer to, notify
      the Obligors of Receivables, at Seller’s expense, of the ownership or security
      interests of the Investors under this Agreement and may (or, at the direction
      of
      the Required Committed Investors, shall) also direct that payments of all
      amounts due or that become due under any or all Receivables be made directly
      to
      the Program Agent or its designee. Seller or Servicer (as applicable) shall,
      at
      any Investor’s request, withhold the identity of such Investor in any such
      notification. The
      aforementioned
      rights and remedies shall be without limitation, and shall be in addition to
      all
      other rights and remedies of the Program Agent, the Managing Agents and the
      Investors otherwise available under any other provision of this Agreement,
      by
      operation of law, at equity or otherwise, all of which are hereby expressly
      preserved, including all rights and remedies provided under the UCC, all of
      which rights shall be cumulative.

     

    Section
      9.3.  Default
      Yield.
      In addition to
      the rights set forth above, at any time upon or after the occurrence of an
      Amortization Event, any Managing Agent may, in its sole discretion with notice
      to the Seller, declare that all Yield with respect to each Investor Interest
      of
      the Investors in its Investor Group shall accrue at a rate per annum equal
      to
      2.0% plus the Prime Rate.

     

    ARTICLE
      X 

     

    INDEMNIFICATION

     

    Section
      10.1.  Indemnities
      by
      the Seller Parties.
      Without limiting
      any other rights that the Program Agent, any Managing Agent or any Investor
      may
      have hereunder or under applicable law, (A) Seller hereby agrees to indemnify
      (and pay upon demand to) the Program Agent, each Managing Agent and each
      Investor and their respective assigns and the officers, directors, agents and
      employees of the Program Agent, each Managing Agent and each Investor and their
      respective assigns (each an “Indemnified
      Party”)
      from and against
      any and all damages, losses, claims, taxes, liabilities, costs, expenses and
      for
      all other amounts payable, including reasonable attorneys’ fees and
      disbursements (all of the foregoing being collectively referred to as
“Indemnified
      Amounts”)
      awarded against
      or incurred by any of them arising out of or as a result of this Agreement
      or
      the acquisition, either directly or indirectly, by an Investor of an interest
      in
      the Receivables, and (B) Servicer hereby agrees to indemnify (and pay upon
      demand to) each Indemnified Party for Indemnified Amounts awarded against or
      incurred by any of them arising out of Servicer’s activities as Servicer
      hereunder or under any other Transaction Documents excluding, however, in all
      of
      the foregoing instances under the preceding clauses (A) and (B):

     

    (i)  Indemnified
      Amounts
      to the extent that such Indemnified Amounts resulted from gross negligence
      or
      willful misconduct on the part of the Indemnified Party seeking indemnification,
      it being the intention of Seller and servicer to indemnify such indemnified
      party against the consequences of their own negligence;

     

    (ii)  Indemnified
      Amounts
      to the extent the same includes losses in respect of Receivables that are solely
      due to the credit risk of the Obligor and for which reimbursement would
      constitute recourse to Seller for uncollectible Receivables;

     

    (iii)  taxes
      imposed by
      the jurisdiction in which such Indemnified Party’s principal executive office is
      located, on or measured by the overall net income of such Indemnified Party
      to
      the extent that the computation of such taxes is consistent with the
      characterization for income tax purposes of the acquisition by the Investors
      of
      Investor Interests as a loan or loans by the Investors to Seller secured by
      the
      Receivables, the Related Security, the Blocked Accounts and the Collections;
      or

     

    (iv)  Indemnified
      Amounts
      relating to and affecting only Additional Amounts.

     

    provided
      that nothing
      contained in this sentence shall limit the liability of any Seller Party or
      limit the recourse of the Investors to any Seller Party for amounts otherwise
      specifically provided to be paid by such Seller Party under the terms of this
      Agreement. Without limiting the generality of the foregoing indemnification
      (and, in the case of the following clauses (D) through (N), in each case without
      limiting Seller’s obligations under the following clauses (A), (B) or (C)),
      Seller shall indemnify the Indemnified Parties for Indemnified Amounts relating
      to or resulting from:

     

    (A)  any
      representation
      or warranty made by or on behalf of any Seller Party, the Originator (or any
      officers of any such Person) under or in connection with this Agreement, any
      other Transaction Document or any other information or report delivered by
      such
      Person pursuant hereto or thereto, which shall have been false or incorrect
      when
      made or deemed made;

     

    (B)  the
      failure by
      Seller or Servicer to comply with any applicable law, rule or regulation with
      respect to any Receivable or Contract related thereto, or the nonconformity
      of
      any Receivable or Contract included therein with any such applicable law, rule
      or regulation or any failure of the Originator to keep or perform any of its
      obligations, express or implied, with respect to any Contract;

     

    (C)  any
      failure of
      Seller or Servicer to perform its duties, covenants or other obligations in
      accordance with the provisions of this Agreement or any other Transaction
      Document;

     

    (D)  any
      products
      liability, environmental, personal injury or damage suit, or other similar
      claim
      arising out of or in connection with merchandise, insurance or services that
      are
      the subject of any Contract or any Receivable;

     

    (E)  any
      dispute, claim,
      offset or defense (other than discharge in bankruptcy of the Obligor) of the
      Obligor to the payment of any Receivable other than any portion thereof
      constituting an Additional Amount (including a defense based on such Receivable
      or the related Contract not being a legal, valid and binding obligation of
      such
      Obligor enforceable against it in accordance with its terms or based on such
      Obligor being immune from claims on the grounds on sovereign immunity or
      otherwise immune or not subject to legal action, suit or proceeding), or any
      other claim resulting from the sale of the merchandise or service related to
      such Receivable or the furnishing or failure to furnish such merchandise or
      services;

     

    (F)  the
      commingling by
      or on behalf of any Seller Party or any of its Affiliates of Collections of
      Receivables at any time with other funds;

     

    (G)  any
      investigation,
      litigation or proceeding related to or arising from this Agreement or any other
      Transaction Document, the transactions contemplated hereby, the use of the
      proceeds of an Incremental Purchase or a Reinvestment, the ownership of the
      Investor Interests or any other investigation, litigation or proceeding relating
      to Seller, Servicer or the Originator in which any Indemnified Party becomes
      involved as a result of any of the transactions contemplated
      hereby;

     

    (H)  any
      failure of
      Seller to acquire and maintain legal and equitable title to, and ownership
      of
      any Receivable and the Related Security and Collections with respect thereto
      from Finance LLC, free and clear of any Adverse Claim (other than as created
      hereunder); or any failure of Seller to give reasonably equivalent value to
      Finance LLC under the Second Tier Sale Agreement in consideration of the
      transfer by Finance LLC of any Receivable, or any attempt by the Originator,
      Finance LLC or Seller to void such transfer under statutory provisions or common
      law or equitable action;

     

    (I)  any
      failure of
      Finance LLC to acquire and maintain legal and equitable title to, and ownership
      of any Receivable and the Related Security and Collections with respect thereto
      from the Originator, free and clear of any Adverse Claim (other than as created
      hereunder); or any failure of Finance LLC to give reasonably equivalent value
      to
      the Originator under the First Tier Sale Agreement in consideration of the
      transfer by the Originator of any Receivable, or any attempt by the Originator,
      Finance LLC or Seller to void such transfer under statutory provisions or common
      law or equitable action;

     

    (J)  any
      failure to vest
      in the Program Agent for the benefit of the Investors, or to transfer to the
      Program Agent for the benefit of the Investors, legal and equitable title to,
      and ownership of, a first priority perfected undivided percentage ownership
      interest (to the extent of the Investor Interests contemplated hereunder) or
      security interest in the Receivables, the Related Security and the Collections,
      free and clear of any Adverse Claim (except as created by the Transaction
      Documents);

     

    (K)  the
      failure to have
      filed, or any delay in filing, financing statements or other similar instruments
      or documents under the UCC of any applicable jurisdiction or other applicable
      laws with respect to any Receivable, the Related Security and Collections with
      respect thereto, and the proceeds of any thereof, whether at the time of any
      Incremental Purchase or Reinvestment or at any subsequent time;

     

    (L)  any
      avoidance or
      attempt by the Originator, Finance LLC or Seller to void any Incremental
      Purchase or Reinvestment hereunder under statutory provisions or common law
      or
      equitable action;

     

    (M)  the
      failure by such
      Seller Party to pay when due any taxes, including sales, excise or personal
      property taxes; and

     

    (N)  the
      failure of any
      Receivable included in the calculation of the Net Receivable Pool Balance as
      an
      Eligible Receivable to be an Eligible Receivable at the time so
      included.

     

    Section
      10.2.  Increased
      Cost
      and Reduced Return.
      If any Affected
      Person shall be charged any fee, expense or increased cost on account of the
      adoption after the date hereof of any applicable law, rule or regulation
      (including any applicable law, rule or regulation regarding capital adequacy)
      or
      any change therein after the date hereof, or any change after the date hereof
      in
      the interpretation or administration thereof by any governmental authority,
      central bank or comparable agency charged with the interpretation or
      administration thereof, or compliance with any request or directive (whether
      or
      not having the force of law) of any such authority, central bank or comparable
      agency (a “Regulatory
      Change”):
      (i) that
      subjects any Affected Person to any charge or withholding on or with respect
      to
      any Support Facility or an Affected Person’s obligations under a Support
      Facility, or on or with respect to the Receivables, or changes the basis of
      taxation of payments to any Affected Person of any amounts payable under any
      Support Facility (except for changes in the rate of tax on the overall net
      income of an Affected Person or taxes excluded by Section 10.1)
      or (ii) that
      imposes, modifies or deems applicable any reserve, capital maintenance
      requirement, assessment, insurance charge, special deposit or similar
      requirement against assets of, deposits with or for the account of an Affected
      Person, or credit extended by an Affected Person pursuant to a Support Facility,
      including any reserve requirement which is imposed in respect of Eurocurrency
      liabilities as defined in Regulation D of the Board of Governors of the Federal
      Reserve System or (iii) that imposes any other condition the result of which
      is
      to increase the cost to an Affected Person of performing its obligations under
      a
      Support Facility, or to reduce the rate of return on an Affected Person’s
      capital as a consequence of its obligations under a Support Facility, or to
      reduce the amount of any sum received or receivable by an Affected Person under
      a Support Facility or to require any payment calculated by reference to the
      amount of interests or loans held or interest received by it, and the result
      of
      any of the foregoing is to increase the actual cost to such Affected Person,
      of
      making, continuing or maintaining Investor Interests or to reduce any amount
      receivable hereunder in respect thereof, then, in any such case, Seller shall
      promptly pay upon demand by the applicable Managing Agent, for the benefit
      of
      the relevant Affected Person, such amounts charged to such Affected Person
      or
      such amounts to otherwise compensate such Affected Person for such increased
      cost or such reduction.

     

    Section
      10.3.  Mitigation
      of
      Costs.

     

    (a)  Any
      Affected Person
      claiming reimbursement from Seller under Section 10.2
      hereof shall use
      reasonable efforts (including, if requested by Seller, reasonable efforts to
      designate a different applicable office of such Affected Person) to mitigate
      the
      amount of such losses, costs, expenses and liabilities, if such efforts can
      be
      made and such mitigation can be accomplished without such Affected Person
      suffering (i) any economic disadvantage for which such Affected Person does
      not
      receive full indemnity from Seller under this Agreement or (ii) any legal or
      regulatory disadvantage.

     

    (b)  The
      agreements
      contained in this Section 10.3
      shall survive the
      termination of this Agreement and the payment of the Aggregate Unpaids;
provided
      that in no event
      shall Seller be obligated to reimburse or compensate any Investor for amounts
      contemplated by this Section 10.3
      for any period
      before the date that is 180 days before the date upon which such Investor
      requests in writing such reimbursement or compensation from Seller.

     

    Section
      10.4.  Other
      Costs and
      Expenses.
      Seller shall pay
      to the Program Agent and each Managing Agent on the Monthly Settlement Date
      following written demand or, if an Amortization Event shall have occurred and
      is
      continuing, within five Business Days after written demand therefor, all
      reasonable costs and out-of-pocket expenses in connection with the preparation,
      negotiation, execution and delivery of this Agreement, the transactions
      contemplated hereby and the other documents to be delivered hereunder, including
      the reasonable costs of auditing the books, records and procedures of Seller
      and
      reasonable fees and out-of-pocket expenses of one principal legal counsel for
      the Program Agent and the Managing Agents with respect thereto. Seller shall
      pay
      to the Program Agent five Business Days after written demand all reasonable
      costs and out-of-pocket expenses in connection with the administration of this
      Agreement, the transactions contemplated hereby and the other documents to
      be
      delivered hereunder including the reasonable costs of auditing the books,
      records and procedures of Seller at the times and in the manner permitted under
      this Agreement and reasonable fees and out-of-pocket expenses of legal counsel
      for the Program Agent with respect thereto. Seller shall pay to each Conduit
      Investor, each Managing Agent and the Program Agent on demand any and all costs
      and expenses of such Person, if any, including reasonable counsel fees and
      expenses in connection with the enforcement of this Agreement and the other
      documents delivered hereunder and in connection with any restructuring or
      workout of this Agreement or such documents (including any amendments hereto
      or
      thereto), or the administration of this Agreement following an Amortization
      Event.

     

    ARTICLE
      XI 

     

    THE
      AGENTS

     

    Section
      11.1.  Authorization
      and Action.
      Each Investor
      hereby designates and appoints Paribas to act as Program Agent hereunder and
      under each other Transaction Document, and authorizes the Program Agent and
      such
      Investor’s related Managing Agent to take such actions as Program Agent or
      Managing Agent, as the case may be, on its behalf and to exercise such powers
      as
      are delegated to the Program Agent or such Managing Agent by the terms of this
      Agreement and the other Transaction Documents together with such powers as
      are
      reasonably incidental thereto. Neither the Program Agent nor any Managing Agent
      shall have any duties or responsibilities, except those expressly set forth
      herein or in any other Transaction Document, or any fiduciary relationship
      with
      any Investor, and no implied covenants, functions, responsibilities, duties,
      obligations or liabilities on the part of the Program Agent or the Managing
      Agents shall be read into this Agreement or any other Transaction Document
      or
      otherwise exist for the Program Agent or the Managing Agents. In performing
      their respective functions and duties hereunder and under the other Transaction
      Documents, (i) the Program Agent shall act solely as agent for the Investors,
      (ii) each Managing Agent shall act solely as agent for the Conduit Investors
      (if
      any) and Committed Investors in the related Investor Group and (iii) neither
      the
      Program Agent nor any Managing Agent shall be deemed to have assumed any
      obligation or relationship of trust or agency with or for any Seller Party
      or
      any of such Seller Party’s successors or assigns. Neither the Program Agent nor
      any Managing Agent shall be required to take any action that exposes the Program
      Agent or the Managing Agents to personal liability or that is contrary to this
      Agreement, any other Transaction Document or applicable law. The appointment
      and
      authority of the Program Agent and the Managing Agents hereunder shall terminate
      upon the indefeasible payment in full of all Aggregate Unpaids. Each Investor
      hereby authorizes the Program Agent and the Managing Agent for its Investor
      Group, as applicable, to execute each of the Uniform Commercial Code financing
      statements, this Agreement and such other Transaction Documents as may require
      the Program Agent’s or such Managing Agent’s signature on behalf of such
      Investor (the terms of which shall be binding on such Investor). The Program
      Agent agrees to provide promptly to each Managing Agent a copy of any report,
      certificate, notice or other writing provided by any Seller Party or the
      Originator only to the Program Agent.

     

    Section
      11.2.  Delegation
      of
      Duties.
      The Program Agent
      and the Managing Agents may execute any of their respective duties under this
      Agreement and each other Transaction Document by or through agents or
      attorneys-in-fact and shall be entitled to advice of counsel concerning all
      matters pertaining to such duties. Neither the Program Agent nor any Managing
      Agent shall be responsible for the negligence or misconduct of any agents or
      attorneys-in-fact selected by it with reasonable care.

     

    Section
      11.3.  Exculpatory
      Provisions.
      None of the
      Program Agent, the Managing Agents or any of their respective directors,
      officers, agents or employees shall be (i) liable for any action lawfully taken
      or omitted to be taken by it or them under or in connection with this Agreement
      or any other Transaction Document (except for its, their or such Person’s own
      gross negligence or willful misconduct), or (ii) responsible in any manner
      to
      any of the Investors for any recitals, statements, representations or warranties
      made by any Seller Party contained in this Agreement, any other Transaction
      Document or any certificate, report, statement or other document referred to
      or
      provided for in, or received under or in connection with, this Agreement, or
      any
      other Transaction Document or for the value, validity, effectiveness,
      genuineness, enforceability or sufficiency of this Agreement, or any other
      Transaction Document or any other document furnished in connection herewith
      or
      therewith, or for any failure of any Seller Party to perform its obligations
      hereunder or thereunder, or for the satisfaction of any condition specified
      in
Article VI,
      or for the
      perfection, priority, condition, value or sufficiency of any collateral pledged
      in connection herewith. Neither the Program Agent nor any Managing Agent shall
      be under any obligation to any Investor to ascertain or to inquire as to the
      observance or performance of any of the agreements or covenants contained in,
      or
      conditions of, this Agreement or any other Transaction Document, or to inspect
      the properties, books or records of the Seller Parties. Neither the Program
      Agent nor any Managing Agent shall be deemed to have knowledge of any
      Amortization Event or Potential Amortization Event unless the Program Agent
      or
      such Managing Agent, as applicable, has received notice from Seller or an
      Investor. No Managing Agent shall have any responsibility hereunder to any
      Investor other than the Investors in its Investor Group.

     

    Section
      11.4.  Reliance
      by
      Agents.
      The Program Agent
      and the Managing Agents shall in all cases be entitled to rely, and shall be
      fully protected in relying, upon any document or conversation believed by it
      to
      be genuine and correct and to have been signed, sent or made by the proper
      Person or Persons and upon advice and statements of legal counsel (including
      counsel to Seller), independent accountants and other experts selected by the
      Program Agent or any Managing Agent. The Program Agent and the Managing Agents
      shall in all cases be fully justified in failing or refusing to take any action
      under this Agreement or any other Transaction Document unless it shall first
      receive such advice or concurrence of the Conduit Investors or the Required
      Committed Investors or all of the Investors, as applicable, as they deem
      appropriate and they shall first be indemnified to their satisfaction by the
      Investors, provided
      that unless and
      until the Program Agent or any Managing Agent shall have received such advice,
      or unless the Required Committed Investors or each Managing Agent, as
      applicable, shall have directed the Program Agent to take or refrain from taking
      any action, the Program Agent or such Managing Agent may take or refrain from
      taking any action, as the Program Agent or such Managing Agent shall deem
      advisable and in the best interests of the Investors. The Program Agent and
      the
      Managing Agents shall in all cases be fully protected in acting, or in
      refraining from acting, in accordance with a request of the related Conduit
      Investors (if any) or the Required Committed Investors or all of the Investors,
      as applicable, and such request and any action taken or failure to act pursuant
      thereto shall be binding upon all the Investors.

     

    Section
      11.5.  Non-Reliance
      on
      Agents and Other Investors.
      Each Investor
      expressly acknowledges that none of the Program Agent, the Managing Agents
      or
      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 Program Agent or any Managing Agent hereafter taken,
      including any review of the affairs of any Seller Party, shall be deemed to
      constitute any representation or warranty by the Program Agent or such Managing
      Agent. Each Investor represents and warrants to the Program Agent and the
      Managing Agents that it has and will, independently and without reliance upon
      the Program Agent, any Managing Agent or any other Investor and based on such
      documents and information as it has deemed appropriate, made its own appraisal
      of and investigation into the business, operations, property, prospects,
      financial and other conditions and creditworthiness of Seller and made its
      own
      decision to enter into this Agreement, the other Transaction Documents and
      all
      other documents related hereto or thereto.

     

    Section
      11.6.  Reimbursement
      and Indemnification.
      The Committed
      Investors agree to reimburse and indemnify the Program Agent, and the Committed
      Investors in each Investor Group agree to reimburse the Managing Agent for
      such
      Investor Group, and their respective officers, directors, employees,
      representatives and agents ratably according to their Pro Rata Shares or
      Adjusted Pro Rata Shares, as applicable, to the extent not paid or reimbursed
      by
      the Seller Parties (i) for any amounts for which the Program Agent, acting
      in
      its capacity as Program Agent, or any Managing Agent, acting in its capacity
      as
      a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder
      and (ii) for any other expenses incurred by the Program Agent, in its capacity
      as Program Agent, or any Managing Agent, acting in its capacity as a Managing
      Agent, and acting on behalf of the related Investors, in connection with the
      administration and enforcement of this Agreement and the other Transaction
      Documents.

     

    Section
      11.7.  Agents
      in their
      Individual Capacities.
      The Program
      Agent, each Managing Agent and each of its respective Affiliates may make loans
      to, accept deposits from and generally engage in any kind of business with
      any
      Seller Party or any Affiliate of any Seller Party as though it were not the
      Program Agent or a Managing Agent hereunder. With respect to the acquisition
      of
      Investor Interests pursuant to this Agreement, the Program Agent and each
      Managing Agent shall have the same rights and powers under this Agreement in
      its
      individual capacity as any Investor and may exercise the same as though it
      were
      not the Program Agent or a Managing Agent, and the terms “Committed Investor”
and “Investor” shall include the Program Agent and each Managing Agent in its
      individual capacity.

     

    Section
      11.8.  Successor
      Agent.
      The Program Agent
      may, upon five (5) days’ notice to Seller and the Investors, and the Program
      Agent will, upon the direction of all of the Investors (other than such Program
      Agent, in its individual capacity) resign as Program Agent. Each Managing Agent
      may, upon five (5) days’ notice to Seller and the Investors in its Investor
      Group, and a Managing Agent will, upon the direction of all the Investors in
      its
      Investor Group (other than such Managing Agent in its individual capacity),
      resign as Managing Agent. If the Program Agent shall resign, then the Required
      Committed Investors during such five-day period shall appoint from among the
      Investors a successor agent. If a Managing Agent shall resign, then the
      Investors in the related Investor Group shall appoint a successor agent during
      such five-day period. If for any reason no successor agent is appointed by
      the
      Required Committed Investors or the applicable Investor Group, as applicable,
      during such five-day period, then effective upon the termination of such
      five-day period, the Investors shall perform all of the duties of the Program
      Agent, or the Investors in the related Investor Group shall perform all of
      the
      duties of the applicable Managing Agent, as applicable, hereunder and under
      the
      other Transaction Documents and Seller and Servicer (as applicable) shall make
      all payments in respect of the Aggregate Unpaids directly to the applicable
      Investors and for all purposes shall deal directly with the Investors. After
      the
      effectiveness of any retiring Program Agent’s or Managing Agent’s resignation
      hereunder as Program Agent or Managing Agent, as applicable, the retiring
      Program Agent or Managing Agent shall be discharged from its duties and
      obligations hereunder and under the other Transaction Documents and the
      provisions of this Article XI
      and Article X
      shall continue in
      effect for its benefit with respect to any actions taken or omitted to be taken
      by it while it was Program Agent or Managing Agent under this Agreement and
      under the other Transaction Documents.

     

    ARTICLE
      XII 

     

    ASSIGNMENTS;
      PARTICIPATIONS

     

    Section
      12.1.  Assignments. 

     

    (a)  Neither
      Seller nor
      Servicer shall have the right to assign its rights or obligations under this
      Agreement.

     

    (b)  Any
      Committed
      Investor may, at any time, assign to one or more Persons (“Purchasing
      Committed Investors”)
      all or any part
      of its rights and obligations under this Agreement pursuant to an assignment
      agreement, substantially in the form set forth in Exhibit VII
      hereto (the
“Assignment
      Agreement”)
      executed by such
      Purchasing Committed Investor and such selling Committed Investor. The consent
      of the Conduit Investor in such Committed Investor’s Investor Group, if any,
      shall be required prior to the effectiveness of any such assignment. In
      addition, so long as no Amortization Event or Potential Amortization Event
      has
      occurred and is continuing at such time, the consent of Seller (such consent
      not
      to be unreasonably withheld or delayed) shall be required prior to the
      effectiveness of any such assignment; provided
      that any Committed
      Investor may assign its rights and obligations hereunder without the consent
      of
      any party to (i) any other then Committed Investor or (ii) any Affiliate of
      the
      selling Committed Investor. Upon delivery of the executed Assignment Agreement
      to the Program Agent, such selling Committed Investor shall be released from
      its
      obligations hereunder to the extent of such assignment. Thereafter the
      Purchasing Committed Investor shall for all purposes be a Committed Investor
      party to this Agreement and shall have all the rights and obligations of a
      Committed Investor under this Agreement to the same extent as if it were an
      original party hereto and no further consent or action by Seller, the Investors
      or the Program Agent shall be required.

     

    (c)  The
      parties hereby
      agree and consent to the complete or partial assignment by each Conduit Investor
      of all or any portion of its rights under, interest in, title to and obligations
      under this Agreement to one or more of its Support Parties or any other Person,
      pursuant to this Agreement or otherwise, and upon such assignment, such Conduit
      Investor shall be released from its obligations so assigned. Further, the
      parties hereby agree that any assignee of any Conduit Investor of this Agreement
      or all or any of the Investor Interests of such Conduit Investor shall have
      all
      of the rights and benefits under this Agreement as if the term “Conduit
      Investor” explicitly referred to such party, and no such assignment shall in any
      way impair the rights and benefits of such Conduit Investor
      hereunder.

     

    Section
      12.2.  Participations.
      Any Investor may,
      in the ordinary course of its business at any time sell to one or more Persons
      (each a “Participant”)
      participating
      interests in its Pro Rata Share of the Investor Interests or any other interest
      of such Investor hereunder. Notwithstanding any such sale by a Investor of
      a
      participating interest to a Participant, such Investor’s rights and obligations
      under this Agreement shall remain unchanged, such Investor shall remain solely
      responsible for the performance of its obligations hereunder, and other parties
      hereto shall continue to deal solely and directly with such Investor in
      connection with such Investor’s rights and obligations under this
      Agreement.

     

    Section
      12.3.  Joinder
      by
      Conduit Investor.
      Any Investor
      Group may add a Conduit Investor member at any time by the execution and
      delivery of a Joinder Agreement by such proposed Conduit Investor, the other
      members of such Investor Group, Seller, Servicer and the Program Agent, which
      execution and delivery shall not be unreasonably refused by such parties. Upon
      the effective date of such Joinder Agreement, each Person specified therein
      as a
“New Conduit Investor” shall become a party hereto as a Conduit Investor,
      entitled to the rights and subject to the obligations of a Conduit Investor
      hereunder.

     

    Section
      12.4.  Extension
      of
      Commitment Termination Date.
      Seller may advise
      the Program Agent and each Managing Agent in writing of its desire to extend
      the
      Commitment Termination Date for an additional period not exceeding 364 days,
      provided
      such request is
      made not more than 90 days prior to, and not less than 60 days prior to, the
      then current Commitment Termination Date. Each Managing Agent shall promptly
      notify each Investor in its related Investor Group of any such request and
      each
      such Investor shall notify its related Managing Agent, the Program Agent and
      Seller of its decision to accept or decline the request for such extension
      no
      later than 30 days prior to the then current Commitment Termination Date (it
      being understood that each Investor may accept or decline such request in its
      sole discretion and on such terms as it may elect, and the failure to so notify
      its Managing Agent, the Program Agent and Seller shall be deemed an election
      not
      to extend by such Investor). In the event that all Committed Investors (each
      with the consent of the related Conduit Investor) agree to extend the Commitment
      Termination Date, the Seller Parties, the Program Agent, the Investors and
      the
      applicable Managing Agent or Managing Agents shall enter into such documents
      as
      such Investors may deem necessary or appropriate to reflect such extension,
      and
      all reasonable costs and expenses incurred by such Investors, the Managing
      Agents and the Program Agent (including reasonable attorneys’ fees) shall be
      paid by Seller.

     

    ARTICLE
      XIII 

     

    MISCELLANEOUS

     

    Section
      13.1.  Waivers
      and
      Amendments.
      (a) No failure or
      delay on the part of the Program Agent, any Managing Agent or any Investor
      in
      exercising any power, right or remedy under this Agreement shall operate as
      a
      waiver thereof, nor shall any single or partial exercise of any such power,
      right or remedy preclude any other further exercise thereof or the exercise
      of
      any other power, right or remedy. The rights and remedies herein provided shall
      be cumulative and nonexclusive of any rights or remedies provided by law. Any
      waiver of this Agreement shall be effective only in the specific instance and
      for the specific purpose for which given.

     

    (b) No
      provision of
      this Agreement may be amended, supplemented, modified or waived except in
      writing in accordance with the provisions of this Section 13.1(b);
      it being
      understood that notwithstanding anything in this Section 13.1(b)
      to the contrary,
      no material amendment to this Agreement shall become effective with respect
      to
      any Conduit Investor unless, if required by the documents governing such Conduit
      Investor’s commercial paper program, such Conduit Investor (or the applicable
      Managing Agent on its behalf) shall have received written confirmation from
      each
      of the Rating Agencies that such amendment shall not result in the reduction
      or
      withdrawal of the rating of such Conduit Investor’s Commercial Paper. The
      Conduit Investors, Seller, Servicer, the Managing Agents and the Program Agent,
      at the direction of the Required Committed Investors, may enter into written
      modifications or waivers of any provisions of this Agreement, provided
      that no such
      modification or waiver shall:

     

    (i)  without
      the consent
      of each affected Investor, (A) extend the Commitment Termination Date or the
      date of any payment or deposit of Collections by Seller or Servicer, (B) reduce
      the rate or extend the time of payment of Yield (or any component thereof),
      (C)
      reduce any fee payable to the Program Agent or any Managing Agent for the
      benefit of the Investors, (D) except pursuant to Article XII
      hereof, change the
      amount of the Capital of any Investor, any Committed Investor’s Pro Rata Share
      (except as may be required pursuant to a Conduit Investor’s Support Facilities)
      or any Committed Investor’s Commitment, (E) amend, modify or waive any provision
      of the definition of Required Committed Investors, Section 9.1(e)
      or this
Section 13.1(b),
      (F) consent to or
      permit the assignment or transfer by Seller of any of its rights and obligations
      under this Agreement, (G) change the definition of “Aggregate Reserves”, “Cash
      Receipt Date”, “Charged-Off Receivable”, “Concentration Limit”, “Default Ratio”,
“Defaulted Receivable”, “Delinquency Ratio”, “Delinquent Receivable”, “Dilution
      Horizon Ratio”, “Dilution Ratio”, “Dilution Reserve,” “Dilution Reserve
      Percentage”, “Eligible Receivable,” “Investor Interest”, “Loss Horizon Ratio”,
“Loss Ratio”, “Loss Reserve”, “Loss Reserve Percentage”, “Net Receivable Pool
      Balance”, “Receivable”, “Stress Factor”, “Turnover Rate”, “Yield and Servicer
      Fee Reserve”, or “Yield and Servicer Fee Reserve Percentage” or (H) amend or
      modify any defined term (or any defined term used directly or indirectly in
      such
      defined term) used in, clauses (A) through (G) above in a manner that would
      circumvent the intention of the restrictions set forth in such clauses;
      or

     

    (ii)  without
      the written
      consent of the Program Agent or any Managing Agent, amend, modify or waive
      any
      provision of this Agreement if the effect thereof is to affect the rights or
      duties of the Program Agent or such Managing Agent in its capacity as such,
      as
      applicable.

     

    Notwithstanding
      the
      foregoing, the Program Agent, the Required Committed Investors (or the Managing
      Agents, as applicable) and the Conduit Investors may enter into amendments
      to
      modify any of the terms or provisions of Article XI,
Article XII
      and Section 13.14
      or any other
      provision of this Agreement without the consent of Seller, provided
      that such
      amendment has no negative impact upon Seller. Any modification or waiver made
      in
      accordance with this Section 13.1
      shall apply to
      each of the Investors equally and shall be binding upon Seller, the Investors,
      the Managing Agents and the Program Agent.

     

    Section
      13.2.  Notices.
      Except as
      provided below, all communications and notices provided for hereunder shall
      be
      in writing (including bank wire, telecopy or electronic facsimile transmission
      or similar writing) and shall be given to the other parties hereto at their
      respective addresses, telecopy numbers and e-mail addresses set forth on the
      signature pages hereof, or at such other address, telecopy number or e-mail
      address as such Person may hereafter specify for the purpose of notice to each
      of the other parties hereto. Each such notice or other communication shall
      be
      effective if given by telecopy, upon the receipt thereof, if given by mail,
      three (3) Business Days after the time such communication is deposited in the
      mail with first class postage prepaid or if given by any other means, when
      received at the address specified in this Section 13.2.
      Notices and other
      communications hereunder may be delivered or furnished by electronic
      communication (including e-mail), provided
      that the subject
      line or title of such notices or other communications includes the following
      language: EL PASO - Transaction Notice - [subject] in addition to any other
      language which is required hereunder. Notices and other communications sent
      to
      an e-mail address deemed received upon the sender’s receipt of an
      acknowledgement from the intended recipient (such as by the “return receipt
      requested” function, as available, return e-mail or other written
      acknowledgement); provided
      that if such
      notice or other communication is not sent during the normal business hours
      of
      the recipient, such notice or communication shall be deemed to have been sent
      at
      the opening of business on the next business day for the recipient. Seller
      and
      Servicer hereby authorize the Program Agent to effect purchases based on
      telephonic notices made by any Person whom the Program Agent or such Managing
      Agent, as applicable, in good faith believes to be acting on behalf of Seller
      or
      Servicer. Seller or Servicer, as the case may be, agrees to deliver promptly
      to
      the Program Agent or the applicable Managing Agent a written confirmation of
      each telephonic notice signed by an authorized officer of Seller or Servicer;
      provided
      the absence of
      such confirmation shall not affect the validity of such notice. If the written
      confirmation differs from the action taken by the Program Agent or such Managing
      Agent, the records of the Program Agent or such Managing Agent shall govern
      absent manifest error.

     

    Section
      13.3.  Ratable
      Payments.
      If any Investor,
      whether by setoff or otherwise, has payment made to it with respect to any
      portion of the Aggregate Unpaids owing to such Investor (other than payments
      received pursuant to Section 10.2
      or 10.4)
      in a greater
      proportion than that received by any other Investor entitled to receive a
      ratable share of such Aggregate Unpaids, such Investor agrees, promptly upon
      demand, to purchase for cash without recourse or warranty a portion of such
      Aggregate Unpaids held by the other Investors so that after such purchase each
      Investor will hold its ratable proportion of such Aggregate Unpaids;
provided
      that if all or any
      portion of such excess amount is thereafter recovered from such Investor, such
      purchase shall be rescinded and the purchase price restored to the extent of
      such recovery, but without interest.

     

    Section
      13.4.  Protection
      of
      Ownership Interests of the Investors.

     

    (a)  Seller
      agrees that
      from time to time, at its expense, it will promptly execute and deliver all
      instruments and documents, and take all actions, that may be necessary, or
      that
      the Program Agent or any Managing Agent may reasonably request, to perfect,
      protect or more fully evidence the Investor Interests, or to enable the Program
      Agent or the Investors to exercise and enforce their rights and remedies
      hereunder.

     

    (b)  If
      any Seller Party
      fails to perform any of its obligations hereunder, the Program Agent or any
      Investor may (but shall not be required to) perform, or cause performance of,
      such obligations, and the Program Agent’s or such Investor’s costs and expenses
      incurred in connection therewith shall be payable by Seller as provided in
      Section 10.4.
      Each Seller Party
      irrevocably authorizes the Program Agent at any time and from time to time
      in
      the sole discretion of the Program Agent, and appoints the Program Agent as
      its
      attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf
      of Seller as debtor and to file financing statements necessary or desirable
      in
      the Program Agent’s sole discretion to perfect and to maintain the perfection
      and priority of the interest of the Investors in the Receivables and (ii) to
      file a carbon, photographic or other reproduction of this Agreement or any
      financing statement with respect to the Receivables as a financing statement
      in
      such offices as the Program Agent in its sole discretion deems necessary or
      desirable to perfect and to maintain the perfection and priority of the
      interests of the Investors in the Receivables. This appointment is coupled
      with
      an interest and is irrevocable.

     

    Section
      13.5.  Confidentiality.

     

    (a)  Each
      Seller Party
      agrees to exercise its best efforts to keep, and to cause any third party
      recipient of the information described in this Section 13.5(a)
      to keep, any
      information delivered or made available by the Program Agent, any Managing
      Agent
      or any Investor to it, confidential from anyone other than Persons employed
      or
      retained by such party who are or are expected to become engaged in evaluating,
      approving, structuring or administering the transactions contemplated hereunder,
      the terms, conditions and structure of this Agreement and the other Transaction
      Documents and any other confidential proprietary information with respect to
      the
      Program Agent, the Managing Agents, the Investors and their respective
      businesses obtained by or on behalf of such Seller Party in connection with
      the
      structuring, negotiating and execution of the transactions contemplated herein;
      provided
      that nothing shall
      prevent such Seller Party from disclosing such information (i) to any other
      party to any Transaction Document for the purpose of administering or enforcing
      this Agreement or any other Transaction Document, (ii) pursuant to subpoena
      or upon the order of any court or administrative agency, (iii) upon the
      request or demand of any governmental authority having jurisdiction over such
      Person, (iv) if such information has been publicly disclosed without the
      recipient’s violation of its confidentiality obligations, (v) to the extent
      reasonably required in connection with any litigation to which such Person
      or
      such Person’s Affiliates may be a party, (vi) to the extent reasonably
      required in connection with the exercise of any remedy hereunder, or
      (vii) to such Person’s legal counsel, independent auditors and other
      professional advisors and to such Person’s rating agencies. Unless prohibited
      from doing so by applicable law, in the event that a Seller Party is legally
      requested or required to disclose any confidential information pursuant to
      paragraph (ii), (iii), or (v) of this Section 13.5(a),
      such Person shall
      notify the Program Agent and each Managing Agent and Investor affected thereby
      of such request or requirement and will use reasonable efforts to minimize
      the
      disclosure of such information.

     

    (b)  The
      Program Agent
      and each Investor and Managing Agent agrees to exercise its best efforts to
      keep, and to cause any third party recipient of the information described in
      this Section 13.5(b)
      to keep, any
      information delivered or made available by any Seller Party to it, confidential
      from anyone other than Persons employed or retained by such party who are or
      are
      expected to become engaged in evaluating, approving, structuring or
      administering the transactions contemplated hereunder; provided
      that nothing shall
      prevent the Program Agent or any Investor or Managing Agent from disclosing
      such
      information (i) to any other party to any Transaction Document for the
      purpose of administering or enforcing this Agreement or any other Transaction
      Document, (ii) pursuant to subpoena or upon the order of any court or
      administrative agency, (iii) upon the request or demand of any governmental
      authority having jurisdiction over such Person, (iv) if such information
      has been publicly disclosed without the recipient’s violation of its
      confidentiality obligations, (v) to the extent reasonably required in
      connection with any litigation to which such Person or such Person’s Affiliates
      may be a party, (vi) to the extent reasonably required in connection with
      the exercise of any remedy hereunder, (vii) to such Person’s legal counsel,
      independent auditors and other professional advisors and to such Person’s rating
      agencies, or (viii) to any actual or proposed participant or assignee of
      such Person (each, a “Transferee”)
      that has agreed
      in writing to be bound by the provisions of this Section 13.5(b).
      Unless prohibited
      from doing so by applicable law, in the event that the Program Agent or any
      Investor or Managing Agent is legally requested or required to disclose any
      confidential information pursuant to paragraph (ii), (iii), or (v) of this
Section 13.5(b),
      such Person shall
      notify each affected Seller Party of such request or requirement and will use
      reasonable efforts to minimize the disclosure of such information.

     

    (c)  Notwithstanding
      the
      foregoing, each party hereto may disclose to any and all other Persons, without
      limitation of any kind, the tax treatment and tax structure of the transactions
      contemplated by this Agreement and the Transaction Documents and all materials
      of any kind (including opinions or other tax analyses) that are provided to
      them
      relating to such tax treatment and tax structure.

     

    Section
      13.6.  Bankruptcy
      Petition.
      Seller, Servicer,
      the Program Agent, each Managing Agent and each Committed Investor hereby
      covenants and agrees that, prior to the date that is one year and one day after
      the payment in full of all outstanding senior indebtedness of a Conduit
      Investor, it will not institute against, or join any other Person in instituting
      against, such Conduit Investor any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings or other similar proceeding under the
      laws
      of the United States or any state of the United States.

     

    Section
      13.7.  Limitation
      of
      Liability; Limitation of Payment; No Recourse.

     

    (a)  No
      claim may be
      made by any Seller Party or any other Person against any Conduit Investor,
      any
      Managing Agent, the Program Agent or any Committed Investor or their respective
      Affiliates, directors, officers, employees, attorneys or agents for any special,
      indirect, consequential or punitive damages in respect of any claim for breach
      of contract or any other theory of liability arising out of or related to the
      transactions contemplated by this Agreement, or any act, omission or event
      occurring in connection therewith; and each Seller Party hereby waives,
      releases, and agrees not to sue upon any claim for any such damages, whether
      or
      not accrued and whether or not known or suspected to exist in its
      favor.

     

    (b)  Notwithstanding
      any
      provisions contained in this Agreement or any other Transaction Document to
      the
      contrary, no Conduit Investor shall be obligated to pay any amount pursuant
      to
      this Agreement or any other Transaction Document unless such Conduit Investor
      has excess cash flow from operations or has received funds which may be used
      to
      make such payment and which funds or excess cash flow are not required to repay
      any of such Conduit Investor’s Commercial Paper when due. Any amount which any
      Conduit Investor does not pay pursuant to the operation of the preceding
      sentence shall not constitute a claim against such Conduit Investor for any
      such
      insufficiency. The agreements in this section shall survive the termination
      of
      this Agreement and the other Transaction Documents.

     

    (c)  Notwithstanding
      anything in this Agreement or any other Transaction Document to the contrary,
      the obligations of each Conduit Investor under the Transaction Documents are
      solely the corporate obligations of such Conduit Investor. 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 or incorporator
      of
      such Conduit Investor.

     

    (d)  The
      agreements in
      this Section 13.7
      shall survive the
      termination of this Agreement and the other Transaction Documents.

     

    Section
      13.8.  Seller’s
      Payment
      Obligations.
      Seller’s payment
      obligations under this Agreement are limited to funds available therefor
      pursuant to Section 2.4
      and 2.5,
      Seller’s funds
      required to be deposited into the Collection Account or other available funds
      of
      Seller, and such payment obligations shall be non-recourse other than with
      respect to such funds; provided
      that nothing
      contained in this Section shall limit the recourse or rights of the Program
      Agent, any Managing Agent or any Investor with respect to the Receivables
      (whether now existing or hereafter arising), the Collections, each Lock-Box
      and
      Blocked Account and all agreements related thereto, all Related Security
      (including all of Seller’s rights, including rights of indemnification and
      rights to receive Adjustment Payments, under each Sale Agreement), all other
      rights and payments relating to such Receivables and all proceeds of any thereof
      and all other assets in which the Program Agent on behalf of the Investors
      has
      acquired, may hereafter acquire and/or purports to have acquired an interest
      under this Agreement, provided
      further
      that that nothing
      contained in this Section shall limit the rights of the Program Agent, any
      Managing Agent or any Investor to require Seller’s performance of its
      obligations under this Agreement or any other Transaction Document (other than
      its payment obligations to the extent limited by this Section).

     

    Section
      13.9.  CHOICE
      OF
      LAW.
      THIS AGREEMENT
      SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
      STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW
      PRINCIPLES).

     

    Section
      13.10.  CONSENT
      TO
      JURISDICTION.
      EACH PARTY TO
      THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS (A) FOR ITSELF AND ITS PROPERTY IN
      ANY
      LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER TRANSACTION
      DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY
      JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
      COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA
      FOR
      THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF; (B)
      CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND
      WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY
      SUCH
      ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
      BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
      (C)
      AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED
      BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
      SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PERSON AT THE ADDRESS SPECIFIED
      PURSUANT TO SECTION
      13.2
      OR AT SUCH OTHER
      ADDRESS OF WHICH THE PARTIES HERETO SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;
      (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE
      IN
      ANY OTHER JURISDICTION; AND (E) WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION
      OR
      PROCEEDING RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS ANY
      SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

     

    Section
      13.11.  WAIVER
      OF JURY
      TRIAL.
      EACH PARTY HERETO
      HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
      OR
      INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN
      ANY
      WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT
      EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP
      ESTABLISHED HEREUNDER OR THEREUNDER.

     

    Section
      13.12.  Integration;
      Binding Effect; Survival of Terms.

     

    (a)  This
      Agreement and
      each other Transaction Document contain the final and complete integration
      of
      all prior expressions by the parties hereto with respect to the subject matter
      hereof and shall constitute the entire agreement among the parties hereto with
      respect to the subject matter hereof superseding all prior oral or written
      understandings.

     

    (b)  This
      Agreement
      shall be binding upon and inure to the benefit of the parties hereto and their
      respective successors and permitted assigns (including any trustee in
      bankruptcy). This Agreement shall create and constitute the continuing
      obligations of the parties hereto in accordance with its terms and shall remain
      in full force and effect until terminated in accordance with its terms;
provided
      that the rights
      and remedies with respect to (i) any breach of any representation and warranty
      made by any Seller Party pursuant to Article V,
      (ii) the
      indemnification and payment provisions of Article X,
      and Sections
      13.5,
13.6
      and 13.7
      shall be
      continuing and shall survive any termination of this Agreement. References
      in
      this Agreement to any party or any other Person shall include such party’s or
      Person’s successors and assigns unless otherwise indicated.

     

    Section
      13.13.  Counterparts;
      Severability; Section References.
      This Agreement
      may be executed in any number of counterparts and by different parties hereto
      in
      separate 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. Any provisions of this Agreement which are prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof, and any such prohibition or unenforceability in
      any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction. Unless otherwise expressly indicated, all references herein
      to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and
      sections of, and schedules and exhibits to, this Agreement.

     

    Section
      13.14.  Agent
      Roles.
      Each of the
      parties hereto acknowledges that Paribas, one or more Managing Agents and
      Committed Investors acts, or may in the future act, (i) as administrator or
      managing agent for one or more Conduit Investors or their Funding Sources,
      (ii)
      as issuing and paying agent for Commercial Paper of one or more Conduit
      Investors or their Funding Sources, (iii) as a Support Party for one or more
      Conduit Investors or their Funding Sources and (iv) to provide other services
      from time to time for some or all of the Conduit Investors. Without limiting
      the
      generality of this Section 13.14,
      each party hereby
      acknowledges and consents to any and all such soles of Paribas and any Managing
      Agent and Committed Investor and agrees that in connection with any such role,
      Paribas or such Managing Agent or Committed Investor may take, or refrain from
      taking, any action that it, in its discretion, deems appropriate, including
      in
      any such role or in any role under this Agreement.

     

    Section
      13.15.  Characterization.

     

    (a)  It
      is the intention
      of the parties hereto that each purchase hereunder shall constitute and be
      treated as an absolute and irrevocable sale, which purchase shall provide the
      applicable Investor with the full benefits of ownership of the applicable
      Investor Interest. Except as specifically provided in this Agreement, each
      sale
      of an Investor Interest hereunder is made without recourse to Seller;
provided
      that (i) Seller
      shall be liable to each Investor and the Program Agent for all representations,
      warranties, covenants and indemnities made by Seller pursuant to the terms
      of
      this Agreement, and (ii) such sale does not constitute and is not intended
      to
      result in an assumption by any Investor or the Program Agent or any assignee
      thereof of any obligation of Seller, the Originator or any other Person arising
      in connection with the Receivables, the Related Security, or the related
      Contracts, or any other obligations of Seller or the Originator.

     

    (b)  In
      addition to any
      ownership interest which the Program Agent may from time to time acquire
      pursuant hereto, Seller hereby grants to the Program Agent for the ratable
      benefit of the Investors a valid and perfected security interest in all of
      Seller’s right, title and interest in, to and under all Receivables now existing
      or hereafter arising, the Collections, each Lock-Box and Blocked Account and
      all
      agreements related thereto, all Related Security (including all of Seller’s
      rights, including rights of indemnification and rights to receive Adjustment
      Payments, under each Sale Agreement and all UCC financing statements filed
      pursuant either Sale Agreement), all other rights and payments relating to
      such
      Receivables and all proceeds of any thereof and all other assets in which the
      Program Agent on behalf of the Investors has acquired, may hereafter acquire
      and/or purports to have acquired an interest under this Agreement prior to
      all
      other liens on and security interests therein to secure the prompt and complete
      payment of the Aggregate Unpaids. The Program Agent and the Investors shall
      have, in addition to the rights and remedies that they may have under this
      Agreement, all other rights and remedies provided to a secured creditor under
      the UCC and other applicable law, which rights and remedies shall be cumulative.
      Seller hereby authorizes the Program Agent, within the meaning of 9-509 of
      any
      applicable enactment of the UCC, as secured party for the benefit of itself
      and
      of the Investors, to file, without the signature of Seller or the Originator,
      as
      debtors, the UCC financing statements contemplated herein and under each Sale
      Agreement.

     

    (c)  In
      connection with
      Seller’s assignment of its right, title and interest in, to and under the Sale
      Agreements to the Program Agent hereunder, Seller agrees that the Program Agent
      shall have the right to enforce Seller’s rights and remedies under each Sale
      Agreement, to receive all amounts payable thereunder or in connection therewith,
      to consent to amendments, modifications or waivers thereof, and to direct,
      instruct or request any action thereunder, but in each case without any
      obligation on the part of the Program Agent or any Investor or any of its or
      their respective Affiliates to perform any of the obligations of Seller under
      either Sale Agreement. To the extent that Seller enforces Seller’s rights and
      remedies under a Sale Agreement, from and after the occurrence of an
      Amortization Event, and during the continuance thereof, the Program Agent shall
      have the exclusive right to direct such enforcement by Seller. Without limiting
      the generality of the foregoing, Seller shall not consent to the eligibility
      of
      Excluded Receivables as Receivables under the Sale Agreements without the prior
      consent of the Program Agent (acting at the direction of the Required Committed
      Investors).

     

    (d) This
      Agreement and
      the transactions contemplated hereby have been structured with the intention
      that they be treated as a financing transaction for purposes of federal, state
      and local income and franchise taxes and any other tax imposed on or measured
      by
      income.

     

    [SIGNATURE
      PAGES FOLLOW]

    


    


    
      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Agreement to be executed and delivered
      by
      their duly authorized officers as of the date hereof.

     

    

      
        	 	
                CIG
                  FUNDING
                  COMPANY, L.L.C.

                 

                 

              
	 	
                By:

              	
                /s/John
                  J. Hopper 

              
	 	
                Name: 
                  John J. Hopper

              
	 	
                Title:    
                  Vice President

              
	 	
                Address:
                  CIG
                  Funding Company, L.L.C.

              
	 	
                1001
                  Louisiana Street

              
	 	
                Houston,
                  Texas 77002

              
	 	
                Attention:
                  Treasurer

              
	 	Fax: 713-420-2708


      

       

       

      
        	 	
                COLORADO
                  INTERSTATE GAS
                  COMPANY

                 

                 

              
	 	
                By:

              	
                /s/John
                  J. Hopper 

              
	 	
                Name: 
                  John J. Hopper

              
	 	
                Title:    
                  Vice President

              
	 	
                Address:
                  Colorado Interstate Gas Company  

              
	 	
                1001
                  Louisiana Street

              
	 	
                Houston,
                  Texas 77002

              
	 	
                Attention:
                  Treasurer

              
	 	Fax: 713-420-2708


      

       

       

       

       

      
        [Signature
          Pages to Receivables Purchase Agreement]

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                STARBIRD
                  FUNDING
                  CORPORATION,

                  
                  as Conduit Investor

                 

                 

              
	 	
                By:

              	
                /s/Franklin
                  P. Collazo

              
	 	
                Name: 
                  Franklin P. Collazo

              
	 	
                Title:     Secretary

              
	 	
                Address:  Starbird
                  Funding Corporation

              
	 	
                
                  One
                    International Place

                

              
	 	
                Boston,
                  MA
                  02110

              
	 	
                Attention:
                  R.
                  Douglas Donaldson

              
	 	Telephone:
                (617) 951-7000
	 	 
	 	Fax: 617-951-7500
	 	E-mail
                Address:
                ddonaldson@ropesgray.com


      

    

    
       

    

     

    

      
        	
                 

              	
                BNP
                  PARIBAS,
                  New York Branch,

                   as
                  the
                  Managing Agent for the Starbird Investor Group 

                  
                  and as Program Agent

                 

                 

              
	
                 

              	
                By:

              	
                /s/Sean
                  Reddington

              
	
                 

              	
                Name: 
                  Sean Reddington

              
	
                 

              	
                Title:    
                  Managing Director

              
	 	 
	 	 
	
                 

              	
                By:

              	
                /s/Michael
                  Gonik

              
	
                 

              	
                Name: 
                  Michael Gonik

              
	
                 

              	
                Title:    
                  Director

              
	 	 
	 	 
	
                 

              	
                Address:  BNP
                  Paribas

              
	
                 

              	
                New
                  York
                  Branch

              
	
                 

              	
                787
                  Seventh
                  Avenue

              
	
                 

              	
                New
                  York, NY
                  10019

              
	 	 
	
                 

              	
                Fax: 212-841-2689

              
	
                 

              	
                E-mail
                  Address:
                  michael.gonik@americas.bnpparibas.com

              


      

    

     

     

     

     

    
      [Signature
        Pages to Receivables Purchase Agreement]

      
 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      ACCEPTED
        AND AGREED
        TO,

      solely
        for purposes
        of Section 8.6 above.

    

    

      
        	
                EL
                  PASO
                  CORPORATION

              
	 	 
	 	 
	 	 
	
                By:

              	/s/
                John
                J. Hopper
	 	
                Name: 
                  John J. Hopper

              
	 	
                Title:    
                  Vice President

              
	 	 
	 	 
	
                Address:

              	
                El
                  Paso
                  Corporation

              
	 	
                1001
                  Louisiana Street

              
	 	
                Houston,
                  TX
                  77002

              
	 	
                Attention:
                  Treasurer

              
	 	 
	
                Fax:

              	
                713-420-2708

              


      

    

     

     

    

       

    

    
    

    [Signature
      Pages to
      Receivables Purchase Agreement]


    


    
      
        
          
             

            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    EXHIBIT
      I
      TO

    RECEIVABLES
      PURCHASE AGREEMENT

    


    


    DEFINITIONS

    


    As
      used in this
      Agreement, the following terms shall have the following meanings:

     

    “Accrual
      Period”
means
      (i) the
      period commencing on and including the date of the initial Incremental Purchase
      and ending on but excluding the next following Monthly Settlement Date, and
      (ii)
      each successive period commencing on and including a Monthly Settlement Date
      and
      ending on but excluding the next following Monthly Settlement Date.

     

    “Additional
      Amounts”
means
      all
      indebtedness and other obligations owed to the Originator or Financing LLC
      (prior to giving effect to any transfer or conveyance under the applicable
      Sale
      Agreement) or to Seller (after giving effect to such transfers and conveyances)
      arising from commodity, volumetric or usage or from transportation services
      (other than transportation reservation) or storage services (other than storage
      reservation), but excluding any such indebtedness or obligations owed to the
      Originator, Financing LLC or Seller by any of the Affiliates of the Originator
      from time to time.

     

    “Adjusted
      Pro
      Rata Share”
means,
      for each
      Committed Investor, the Commitment of such Committed Investor within a given
      Investor Group divided
      by
      the sum of the
      Commitments of all of the Committed Investors in such Investor Group, adjusted
      as necessary to give effect to any assignments pursuant to Section 12.1(b).

     

    “Adjustment
      Payment”
means
      any
      Purchase Price Credit, Repurchase Price or Special Adjustment Amount (as defined
      in the applicable Sale Agreement) payable to Seller (including as assignee
      of
      Finance LLC) or its assigns pursuant to a Sale Agreement.

     

    “Adverse
      Claim”
means
      a lien,
      security interest, charge or encumbrance, or other right or claim in, of or
      on
      any Person’s assets or properties in favor of any other Person.

     

    “Affected
      Person”
means,
      each
      Investor, each Managing Agent, the Program Agent, each Funding Source with
      respect to a Conduit Investor, and any insurance company, bank or other funding
      entity providing liquidity, credit enhancement or back-up purchase support
      or
      facilities to a Conduit Investor or its Funding Source.

     

    “Affiliate”
means,
      with
      respect to any Person, any other Person directly or indirectly controlling,
      controlled by, or under direct or indirect common control with, such Person
      or
      any Subsidiary of such Person.

     

    “Aggregate
      Capital”
means,
      at any
      time, the aggregate amount of Capital of all Investor Interests outstanding
      on
      such date.

     

    “Aggregate
      Reserves”
means,
      at any
      time, the sum of the Loss Reserve, the Yield and Servicer Fee Reserve and the
      Dilution Reserve for the most recently completed Monthly Period.

     

    “Aggregate
      Unpaids”
means,
      at any
      time, an amount equal to the sum of all Aggregate Capital and all unpaid
      Obligations (whether due or accrued) at such time.

     

    “Agreement”
means
      this
      Receivables Purchase Agreement, as it may be amended or modified and in effect
      from time to time.

     

    “Alternate
      Rate”
means,
      for any
      day, the sum of the Prime Rate for such day plus the Applicable
      Martin.

     

    “Amortization
      Date”
means
      the
      earliest to occur of (i) the Commitment Termination Date, (ii) the Business
      Day
      immediately prior to the occurrence of an Amortization Event set forth in
Section 9.1(d),
      (iii) the
      Business Day specified in a written notice from the Program Agent following
      the
      occurrence of any other Amortization Event, (iv) the date on which the Program
      Limit shall have been reduced to zero in accordance with the definition of
      such
      term; provided
      that any
      prepayment resulting from such declaration of the Amortization Date shall be
      subject to the provisions of Section 2.1.

     

    “Amortization
      Event”
has
      the meaning
      specified in Article IX.

     

    “Applicable
      Margin”
has
      the meaning
      set forth in the Fee Letters or as otherwise provided in Section 9.3.

     

    “Assignment
      Agreement”
has
      the meaning
      set forth in Section 12.1(b).

     

    “Bank
      Rate”
means
      the LIBO
      Rate or the Alternate Rate, as applicable, with respect to each Investor
      Interest of the Committed Investors and any Investor Interest of a Conduit
      Investor which is being determined pursuant to Article IV

     

    “Blocked
      Account”
means
      each
      depositary account in which any Collections are deposited and which is listed
      on
Exhibit IV.

     

    “Blocked
      Account
      Agreement”
means
      an
      agreement substantially in the form of Exhibit VI,
      or such other
      agreement in form and substance reasonably acceptable to the Program Agent,
      among Seller, the Program Agent and a Collection Bank or, in the case of the
      Blocked Account Agreement relating to the Collection Account, among Seller,
      the
      Program Agent and the depositary holding the Collection Account.

     

    “Breakage
      Costs”
means
      for any
      Accrual Period or any tranche period for Commercial Paper for any Investor
      Interest which: (i) has its Capital reduced by reason of a reduction of the
      Program Limit without compliance with Servicer’s notice requirements hereunder,
      (ii) does not have its Capital reduced on the applicable Monthly Settlement
      Date
      to the full extent of its share of any excess of Aggregate Capital over the
      Program Limit as scheduled to be reduced on such date pursuant to notice from
      the Servicer, or (iii) is assigned pursuant to a Support Facility or terminated
      prior to the date on which it was originally scheduled to end, including by
      the
      written notice of Seller that it wishes to terminate the facility evidenced
      by
      this Agreement; an amount equal to the excess, if any, of (A) the Yield that
      would have accrued during the remainder of the Accrual Period or the tranche
      period for Commercial Paper determined by the applicable Managing Agent to
      relate to such Investor Interest (as applicable) subsequent to the date of
      such
      reduction, assignment or termination (or in respect of clause (ii) above, the
      Monthly Settlement Date on which such reduction of the Program Limit was
      scheduled to occur) of the Capital of such Investor Interest if such reduction,
      assignment or termination had not occurred or such notice of reduction of the
      Program Limit had not been delivered, over (B) the sum of (x) to the extent
      all
      or a portion of such Capital is allocated to another Investor Interest, the
      amount of Yield actually accrued during the remainder of such period on such
      Capital for the new Investor Interest, and (y) to the extent such Capital is
      not
      allocated to another Investor Interest, the income, if any, actually received
      during the remainder of such period by the holder of such Investor Interest
      from
      investing the portion of such Capital not so allocated. Prior to the
      Amortization Date, all Breakage Costs shall be due and payable hereunder on
      the
      Monthly Settlement Date which follows written demand therefor, and from and
      after the Amortization Date, all Breakage Costs shall be due and payable
      hereunder within five Business Days after written demand.

     

    “Business
      Day”
means
      any day on
      which banks are not authorized or required to close in New York, New York,
      and,
      if the applicable Business Day relates to any computation or payment to be
      made
      with respect to the LIBO Rate, on which dealings in dollar deposits are carried
      on in the London interbank market.

     

    “Capital”
of
      any Investor
      Interest means, at any time, (A) the Purchase Price of such Investor Interest,
      minus (B) the sum of the aggregate amount of Collections and other payments
      received by the Program Agent or the applicable Managing Agent which in each
      case are applied to reduce such Capital in accordance with the terms and
      conditions of this Agreement; provided that such Capital shall be restored
      (in
      accordance with Section 2.5)
      in the amount of
      any Collections or other payments so received and applied if at any time the
      distribution of such Collections or payments are rescinded, returned or refunded
      for any reason.

     

    “Capital
      Pro
      Rata Share”
means,
      for any
      Investor at any time, the amount of Capital allocated to the Investor Interests
      of such Investor at such time divided
      by
      the Aggregate
      Capital at such time.

     

    “Carryback
      Receivables”
means,
      for any
      Monthly Period, Eligible Receivables (or the applicable portion thereof) having
      an aggregate Outstanding Balance equal to the lesser of (a) the aggregate
      Outstanding Balance of Eligible Receivables which were first included in the
      Current Month Net Receivables Pool Balance for such Monthly Period (calculated
      as though there were no Carryback Receivables) on any day prior to the Monthly
      Report Date for the immediately preceding Monthly Period or (b) the excess,
      if
      any, of (i) the sum of (A) the Capital of the Investor Interests at the end
      of
      such immediately preceding Monthly Period plus (B) the Aggregate Reserves
      computed for such immediately preceding Monthly Period, over (ii) the sum of
      (A)
      the Net Receivable Pool Balance at the end of such immediately preceding Monthly
      Period, plus (B) the Collection Account Amount on the last Daily Settlement
      Date
      for such immediately preceding Monthly Period (after giving effect to any
      changes therein on such Daily Settlement Date).

     

    “Cash
      Receipt
      Date”
means
      the stated
      due date (or, if such day is not a Business Day, the Business Day immediately
      following the stated due date) for invoices of Receivables which were created
      during the prior Monthly Period (or, in the case of the initial Monthly Period,
      during the period commencing October 1, 2006 and ending on October 31,
      2006).

     

    “Change
      of
      Control”
means the
      Originator’s
      failure to own, directly or indirectly, 100% of the issued and outstanding
      member interests of Seller.

     

    “Charged-Off
      Receivable”
means
      a
      Receivable which, consistent with Servicer’s collection procedures, would be
      written off Seller’s books as uncollectible. For the avoidance of doubt, a
      Charged-Off Receivable shall be deemed to have an Outstanding Balance of
      $0.

     

    “Collection
      Account”
has
      the meaning
      set forth in Section 2.5.

     

    “Collection
      Account Amount”
shall
      mean, at
      any time, the aggregate amount then on deposit in the Collection
      Account.

     

    “Collection
      Bank”
means,
      at any
      time, any of the banks holding one or more Blocked Accounts.

     

    “Collection
      Notice”
means
      a notice,
      in substantially the form of Annex
      A
      to Exhibit VI,
      from the Program
      Agent to a Collection Bank.

     

    “Collection
      Notice Event”
means
      (a) (i) the
      rating of Servicer’s long-term senior unsecured debt rating, as in effect on the
      date of this Agreement shall have been reduced by one notch by either Rating
      Agency and (ii) such Rating Agency shall have announced a negative outlook
      with
      respect to such reduced rating, and the event described in this clause (i)
      shall
      have continued for a period of ten days, or (ii) such rating shall have been
      reduced by two or more notches by either Rating Agency or shall have been
      withdrawn. (It is intended by the parties that a “notch” refers to a rating
      subcategory within a main rating category by a Rating Agency, e.g., a change
      from B1 to B2 by Moody’s or from B+ to B by S&P each shall constitute a
      reduction of one notch.)

     

    “Collections”
means,
      with
      respect to any Receivable, all cash collections in respect of such Receivable,
      including all yield, Finance Charges or other related amounts accruing in
      respect thereof and all cash proceeds of Related Security (including any
      Adjustment Payment) with respect to such Receivable.

     

    “Commercial
      Paper”
means
      promissory
      notes of any Conduit Investor issued by such Conduit Investor or its Funding
      Source in the commercial paper market.

     

    “Commitment”
means,
      for each
      Committed Investor, the commitment of such Committed Investor to purchase
      Investor Interests from Seller in an amount not to exceed (i) in the aggregate,
      the amount set forth opposite such Committed Investor’s name on Schedule A
      to this Agreement,
      as such amount may be modified in accordance with the terms hereof and (ii)
      with
      respect to any individual purchase hereunder, its Pro Rata Share of the Purchase
      Price therefor.

     

    “Commitment
      Termination Date”
means
      November 2,
      2007, unless such date is extended with the consent of the parties
      hereto.

     

    “Committed
      Investors”
means
      Paribas and
      any other Investor designated as a Committed Investor in the applicable
      Assignment Agreement.

     

    “Computation
      Agent”
means
      El Paso
      Corporation, a Delaware corporation, or any successor thereto.

     

    “Concentration
      Limit”
means,
      at any
      time, for any Obligor of a Receivable, (i) the Allowable Percentage (determined
      in accordance with the table set forth below) of the Net Outstanding Balance
      of
      all Eligible Receivables, or (ii) such higher percentage of the Net Outstanding
      Balance of all Eligible Receivables or higher amount (a “Special
      Concentration Limit”)
      for any Obligor
      designated in writing by the Program Agent (at the direction or with the consent
      of the Required Committed Investors); provided,
      that in the case
      of an Obligor and any Affiliate of such Obligor, the Concentration Limit shall
      be calculated as if such Obligor and such Affiliate are one Obligor; and
provided,
further,
      the Program Agent
      (at the direction or with the consent of the Required Committed Investors)
      may,
      upon not less than three Business Days’ notice to Seller, cancel or modify any
      Special Concentration Limit (such right not to be unreasonably
      exercised).

     

    
      	
              Allowable
                Percentage

               

            	
              Fitch
                Rating

               

            	
              S&P
                Rating

               

            	
              Moody’s
                Rating

               

            
	
              4.0%

               

            	
              Lower
                than
                BBB- or unrated

               

            	
              Lower
                than
                BBB- or unrated

               

            	
              Lower
                than
                Baa3 or unrated

               

            
	
              8.0%

               

            	
              BBB-
                or
                higher and lower than A-

               

            	
              BBB-
                or
                higher and lower than A-

               

            	
              Baa3
                or
                higher and lower than A3

               

            
	
              12.0%

               

            	
              A-
                or
                higher

               

            	
              A-
                or
                higher

               

            	
              A3
                or
                higher

               

            


    

    The
      Allowable
      Percentage for an Obligor shall correspond to the rating of its long-term senior
      unsecured debt by Fitch, S&P and Moody’s as set forth above. If the
      Obligor’s rating falls within different levels by S&P, Moody’s and Fitch,
      the Allowable Percentage corresponding to the lower of the two highest ratings
      shall apply. If the long-term senior unsecured debt rating of an Obligor is
      not
      rated by at least two of S&P, Moody’s and Fitch, then the Allowable
      Percentage for such Obligor shall be 4.0%.

     

    “Conduit
      Investor”
means
      Starbird
      Funding Corporation and any party added as a Conduit Investor pursuant to
Section 12.3
      or designated as a
      Conduit Investor in the applicable Assignment Agreement.

     

    “Contract”
means,
      with
      respect to any Receivable, the invoices, transportation, storage or other
      service agreements, or other writings pursuant to which such Receivable arises
      or which evidences such Receivable.

     

    “CP
      Rate”
means,
      with
      respect to each Accrual Period, the sum of (a): 

     

    (i)
 with
      respect to any
      Investor Interest funded by Starbird, if and to the extent such Conduit Investor
      funds the Purchase or maintenance of its Investor Interest by the issuance
      of
      Commercial Paper during such Accrual Period, a per annum rate equal to the
      rate
      or, if more than one rate, the weighted average of the rates, determined by
      converting to an interest-bearing equivalent rate per annum the discount rate
      (or rates) at which Commercial Paper of such Conduit Investor or its Funding
      Source on each day during such period have been sold by any placement agent
      or
      commercial paper dealer selected by such Conduit Investor or Funding Source,
      plus
      (iii) to the
      extent not reflected in the rate described in clause (ii) above, applicable
      commissions and charges charged by such placement agent or commercial paper
      dealer with respect to such Commercial Paper, expressed as a percentage of
      such
      face amount and converted to an interest-bearing equivalent rate per annum
      (but
      not in excess of 0.05% per annum),
plus
      (iv) certain
      documentation and transaction costs directly associated with the issuance of
      such Commercial Paper, as are customarily charged by such Conduit Investor
      or
      Funding Source to its customers in similar transactions, plus
      (v) costs of other
      related borrowings by such Conduit Investor or Funding Source, including
      borrowings to fund small or odd dollar amounts that are not easily accommodated
      in the commercial paper market, expressed as a percentage of the face amount
      of
      such Commercial Paper and converted to an interest-bearing equivalent rate
      per
      annum;
      provided,
that
      if any
      component of such rate is a discount rate, in calculating the CP Rate, such
      Conduit Investor shall for such component use the rate resulting from converting
      such discount rate to an interest bearing equivalent rate per annum;
      or

     

    (ii) for
      any Investor
      Interest owned by a Conduit Investor party to this Agreement pursuant to a
      Joinder Agreement, the “CP Rate” set forth in such Joinder
      Agreement;

     

    plus
      (b) the Applicable
      Margin.

     

    “Credit
      and
      Collection Policy”
means
      Servicer’s
      Credit and Collection Policy applicable to the Receivables existing on the
      date
      hereof and summarized in Exhibit IX
      hereto, as
      modified from time to time in accordance with this Agreement.

     

    “Current
      Month
      Net Receivables Pool Balance”
means,
      for any
      day during a Monthly Period, (i) the Net Receivables Pool Balance computed
      at
      the end of the prior Monthly Period, plus (ii) the aggregate Original Balances
      of all Eligible Receivables which were created during such Monthly Period,
      but
      excluding any Carryback Receivables for such Monthly Period, minus (iii) the
      aggregate amount of Collections received during such Monthly Period in respect
      of Receivables described in clause (i)
      or (ii);
provided
      that for the
      November, 2006 Monthly Period, the Original Balances of Eligible Receivables
      which were first created in October, 2006 after the Initial Cutoff Date shall
      also be included in the amount determined pursuant to clause (ii).

     

    “Daily
      Report”
means,
      with
      respect to a Daily Settlement Date, a report, in substantially the form of
      Exhibit XII
      hereto
      (appropriately completed), furnished by Servicer to the Program Agent and the
      Managing Agents on the next Business Day pursuant to Section 8.5,
      which shall,
      among other things, provide a computation of (i) the Current Month Net
      Receivables Pool Balance for the Business Day immediately preceding such Daily
      Settlement Date, (ii) except in the Daily Report for the last Daily Settlement
      Date in respect of a Monthly Period, the Estimated Current Month Net Receivables
      Pool Balance for such Daily Settlement Date and (iii) the cumulative Collections
      for the related Monthly Period.

     

    “Daily
      Settlement Date”
means,
      with
      respect to a Monthly Period, each Business Day commencing with the Business
      Day
      immediately following the Cash Receipt Date in such Monthly Period to and
      including the first Business Day of the next following Monthly
      Period.

     

    “Default
      Fee”
means
      with
      respect to any amount due and payable by Seller (or required to be deposited
      by
      Servicer) in respect of any Aggregate Unpaids, an amount equal to interest
      on
      any such unpaid Aggregate Unpaids at a rate per annum equal to 2.0% plus the
      Prime Rate.

     

    “Default
      Ratio”
means,
      for any
      Monthly Period, the average of the ratios (each expressed as a percentage)
      for
      such Monthly Period and the two immediately preceding Monthly Periods of (a)
      the
      sum of (i) the aggregate Outstanding Balance of all Receivables as to which,
      at
      as of the last day of the applicable Monthly Period, any payment, or part
      thereof remained unpaid for thirty-one (31) or more days from the original
      due
      date for such payment and sixty (60) days or less from such original due date,
      and (ii) without duplication, the aggregate Outstanding Balance of all
      Receivables which became Charged-Off Receivables during such Monthly Period,
      determined immediately prior to the time such Receivable became a Charged-Off
      Receivable (provided in either such case that any portion of the Outstanding
      Balance of such Receivables representing a net credit balance shall be deemed
      to
      be $0), divided by
      (b) the aggregate
      Original Balance of all Receivables originated and billed during the Monthly
      Period which ended two Monthly Periods prior to such Monthly
      Period.

     

    “Defaulted
      Receivable”
means
      a
      Receivable (a) as to which any payment, or part thereof, remains unpaid for
      thirty-one (31) or more days from the original due date for such payment or
      (b)
      is a Charged-Off Receivable; provided
      that any portion
      of the Outstanding Balance of any such Receivable representing a net credit
      balance shall be deemed to be $0.

     

    “Delinquency
      Ratio”
means,
      for any
      Monthly Period, a ratio (expressed as a percentage) equal to (i) the aggregate
      Outstanding Balance of all Delinquent Receivables divided by
      (ii) the aggregate
      Outstanding Balance of all Receivables, each as of the last day of such Monthly
      Period.

     

    “Delinquent
      Receivable”
means
      a
      Receivable, other than a Defaulted Receivable, as to which any payment, or
      part
      thereof, remains unpaid for one (1) Business Day or more from the original
      due
      date for such payment; provided
      that any portion
      of the Outstanding Balance of any such Receivable representing a net credit
      balance shall be deemed to be $0.

     

    “Dilution
      Horizon Ratio”
means,
      for any
      Monthly Period, a fraction, the numerator of which equals the aggregate Original
      Balance of all Receivables originated during such Monthly Period, and the
      denominator of which equals the sum of the aggregate Outstanding Balance of
      Receivables as of the end of such Monthly Period.

     

    “Dilution
      Ratio”
means,
      for any
      Monthly Period, a ratio (expressed as a percentage), calculated as of the last
      day of such Monthly Period, equal to (i) the aggregate amount of Dilutions
      which
      occurred during such Monthly Period divided by
      (ii) the aggregate
      Outstanding Balance of Receivables at the end of the immediately preceding
      Monthly Period.

     

    “Dilution
      Reserve”
means,
      for any
      Monthly Period, an amount equal to the product of (a) the Net Receivable Pool
      Balance as of end of such Monthly Period, times (b) the Dilution Reserve
      Percentage for such Monthly Period.

     

    “Dilution
      Reserve Percentage”
means,
      for any
      Monthly Period, either (i) a percentage calculated in accordance with the
      following formula or (ii) 5.0%, whichever is greater:

     

    DRP
      = [(SF x ED) +
      [(DS - ED) x (DS/ED)]] x DHR

     

    where:

     

    
      	 	
              DHR

            	
              =

            	
              the
                Dilution
                Horizon Ratio for such Monthly
                Period;

            


    

    
      	 	
              DRP
                

            	
              =

            	
              the
                Dilution
                Reserve Percentage for such Monthly
                Period

            


    

    
      	 	
              DS

            	
              =

            	
              a
                dilution
                spike equal to the highest Dilution Ratio occurring during the 12
                most
                recent Monthly Periods ending with (and including) such Monthly
                Period;

            


    

    
      	 	
              ED

            	
              =

            	
              the
                average
                of the Dilution Ratios for the 12 most recent Monthly Periods ending
                with
                (and including) such Monthly Period;
                and

            


    

    
      	 	
              SF

            	
              =

            	
              the
                Stress
                Factor.

            


    

    


    If,
      for any Monthly
      Period, the percentage calculated in accordance the above formula is less than
      5.0%, the Dilution Reserve Percentage shall be 5.0%.

    


    “Dilutions”
means,
      at any
      time, the aggregate amount of reductions or cancellations of Receivables
      described in clause (i)
      of Section 2.8(a).

     

    “El
      Paso
      Entity”
has
      the meaning
      set forth in Section 7.1(i).

     

    “Eligible
      Receivable”
means,
      at any
      time, a Receivable that (a) satisfies all of the following criteria, or (b)
      has
      been approved in writing by the Program Agent for inclusion as an Eligible
      Receivable: 

     

    (i)  which
      was
      originated in the ordinary course of the Originator’s business,

     

    (ii)  which
      is
      denominated and payable only in United States dollars in the United States
      and,
      if applicable, for which payment is guaranteed in United States
      dollars,

     

    (iii)  the
      Obligor of
      which maintains a place of business in the United States,

     

    (iv)  which
      is an
“account” or a “payment intangible” within the meaning of Section 9-102 of
      the UCC of all applicable jurisdictions,

     

    (v)  which
      is not a
      Defaulted Receivable,

     

    (vi)  the
      Obligor of
      which is not the Obligor of any Receivable which, in the preceding 12 months
      (A)
      became a Defaulted Receivable, unless such Obligor becomes current and is deemed
      an acceptable customer in accordance with the applicable Credit and Collection
      Policy, or (B) was referred to a third-party collection agency or other entity
      for collection,

     

    (vii)  the
      Obligor of
      which is not in bankruptcy, reorganization, insolvency or similar
      proceedings,

     

    (viii)  which
      by its terms
      is due and payable within 15 days of the original invoice date therefor and
      has
      not had its payment terms extended or rewritten or otherwise altered in a manner
      that would adversely affect the collectibility of such Receivable,

     

    (ix)  the
      Obligor of
      which is not (A) an Affiliate of the Originator, or (B) the United States
      federal government, a department or agency thereof or other United States
      federal governmental authority,

     

    (x)  which
      arises under
      a Contract which, together with such Receivable, is in full force and effect
      and
      constitutes the legal, valid and binding obligation of the related Obligor
      enforceable against such Obligor in accordance with its terms, except as limited
      by bankruptcy, insolvency or other similar laws,

     

    (xi)  which
      arises under
      a Contract which does not contain (i) a default which is triggered solely by
      a
      credit downgrade of the Originator or any other El Paso Entity or (ii) a
      confidentiality provision that purports to restrict the ability of any Investor
      to exercise its rights under this Agreement, including its right to review
      the
      Contract,

     

    (xii)  which
      (whether or
      not invoiced to the applicable Obligor at the time) arises under a Contract
      that
      contains an obligation to pay a specified sum of money, contingent only upon
      the
      sale or delivery of goods or services by the Originator,

     

    (xiii)  the
      Originator has
      not failed to sell or deliver or cause to be sold and delivered goods or
      services which failure would give rise to a claim by such Obligor against the
      Originator for a payment pursuant to the applicable Contract,

     

    (xiv)  to
      the extent it
      arises solely from the sale of goods or the provision of services to the related
      Obligor by the Originator and not by any other Person (in whole or in
      part),

     

    (xv)  which
      arises solely
      from (i) transportation reservation or storage reservation charges as a part
      of
      firm contact obligations or (ii) Additional Amounts,

     

    (xvi)  which
      has been
      fully earned by the Originator and, without limiting the generality of the
      foregoing, as to which the Originator has satisfied and fully performed all
      obligations on its part with respect to such Receivable required to be fulfilled
      by it, and no further action is required to be performed by any Person with
      respect thereto other than payment thereon by the applicable
      Obligor,

     

    (xvii)  which,
      together
      with the Contract related thereto, does not contravene any law, rule or
      regulation applicable thereto (including any law, rule and regulation relating
      to truth in lending, fair credit billing, fair credit reporting, equal credit
      opportunity, fair debt collection practices and privacy) and with respect to
      which no part of the Contract related thereto is in violation of any such law,
      rule or regulation,

     

    (xviii)  which
      Receivable,
      the origination thereof and the related Contract, satisfy in all material
      respects all applicable requirements of the applicable Credit and Collection
      Policy,

     

    (xix)  as
      to which the
      related Obligor has been directed to remit Collections to a Blocked Account
      or a
      Lock-Box,

     

    (xx)  which
      is not
      subject to any present right of rescission, set-off (including rights of set-off
      by a governmental entity of a tax liability), counterclaim, any other defense
      (including defenses arising out of violations of usury laws) of the applicable
      Obligor against the Originator, including the right to set-off any amounts
      owed
      to any Affiliate of the applicable Obligor (it being understood that only a
      portion of a Receivable equal to the amount of such partial rescission, set-off,
      counterclaim or defense, if the amount of such partial rescission, set-off,
      counterclaim or defense can be quantified, shall be deemed not to be an Eligible
      Receivable) or any other Adverse Claim not contemplated by the Transaction
      Documents,

     

    (xxi)  the
      Originator of
      which owes no amounts to any Affiliate of the Obligor (it being understood
      that
      only a portion of a Receivable equal to such amount owed to any such Affiliate
      shall be deemed not to be an Eligible Receivable),

     

    (xxii)  all
      right, title
      and interest to and in which has been validly transferred (A) by the Originator
      directly to Finance LLC under and in accordance with the First Tier Sale
      Agreement, and (B) and by Finance LLC directly to Seller under and in accordance
      with the Second Tier Sale Agreement, and Seller has good and marketable title
      thereto free and clear of any Adverse Claim not contemplated by the Transaction
      Documents,

     

    (xxiii)  as
      to which, no El
      Paso Entity that is a party to the Contract under which such Receivable arose
      has knowledge or has received notice that an event which, with the giving of
      notice or the passage of time, or both, would constitute an event of default
      (as
      defined in the related Contract under which such Receivable arose) or other
      mature default under such Contract has occurred and is continuing,

     

    (xxiv)  with
      respect to
      which, and with respect to the Contract under which such Receivable arose,
      the
      Originator and each applicable Seller Party has complied in all material
      respects with the Credit and Collection Policy,

     

    (xxv)  which,
      if unbilled,
      remains unbilled on the 10th
      Business Day of
      the calendar month following the calendar month in which such Receivable was
      created (or such later date to which the Program Agent, acting with the consent
      or at the direction of the Required Committed Investors, shall have consented
      with respect to any particular Receivable or group of Receivables),
      and

     

    (xxvi)  as
      to which the
      Program Agent has not notified Seller that the Program Agent or the Required
      Committed Investors have determined, in their reasonable judgment based on
      publicly available information relating to the creditworthiness of the Obligor,
      that such Receivable or class of Receivables is not acceptable as an Eligible
      Receivable.

     

    “Estimated Current
      Month
      Net Receivables Pool Balance”
means,
      for any
      day during a Monthly Period, an estimate of the Current Month Net Receivables
      Pool Balance computed for such day, prepared by Servicer on a reasonable basis
      based on Contracts in effect at the time such estimate was
      prepared.

     

    “Federal
      Bankruptcy Code”
means
      Title 11 of
      the United States Code entitled “Bankruptcy,” as amended and any successor
      statute thereto.

     

    “Federal
      Funds
      Effective Rate”
means,
      for any
      day, the interest rate per annum equal to (a) the weighted average of the rates
      on overnight federal funds transactions with members of the Federal Reserve
      System arranged by federal funds brokers, as published for such day (or, if
      such
      day is not a Business Day, for the preceding Business Day) by the Federal
      Reserve Bank of New York in the Composite Closing Quotations for U.S. Government
      Securities; or (b) if such rate is not so published for any day which is a
      Business Day, the average of the quotations at approximately 10:30 a.m. (New
      York time) for such day on such transactions received by the Reference Bank
      from
      three federal funds brokers of recognized standing selected by it.

     

    “Fee
      Letter”
means
      each letter
      agreement among Seller, one or more Investors and one or more Managing Agents,
      as each such letter agreement may be amended or modified and in effect from
      time
      to time.

     

    “FERC”
means
      the Federal
      Energy Regulatory Commission, or any agency or authority of the United States
      from time to time succeeding to its function.

     

    “Finance
      Charges”
means,
      with
      respect to a Contract, any finance, interest, late payment charges or similar
      charges owing by an Obligor pursuant to such Contract.

     

    “First
      Tier Sale
      Agreement”
means
      that
      certain First Tier Receivables Sale Agreement, dated as of the date hereof,
      between the Originator and Finance LLC.

     

    “Finance
      LLC”
means
      CIG Finance
      Company, L.L.C., a Delaware limited liability company.

     

    “Fitch”
means
      Fitch, Inc.
      or any successor to such rating agency.

     

    “Force
      Majeure
      Event”
means,
      on any
      date with respect to a Person, that such Person, by reason of force majeure,
      including action
      or inaction
      of governmental, civil or military authority, war, riot, act of terrorism,
      fire,
      strike, lockout or other labor dispute, flood, earthquake or other natural
      disaster, breakdown of public or private or common carrier communications or
      transmission facilities and equipment failure,
      is unable to
      perform an obligation, but only to the extent that (i) such event or
      circumstance is beyond the control of such Person and (ii) such Person has
      taken
      commercially reasonable precautions to anticipate, and cannot with reasonable
      diligence overcome, such event or circumstance.

     

    “Funding
      Source”
means,
      with
      respect to a Conduit Investor, any financing conduit from which (either directly
      or through intermediate special purpose entities) such Conduit Investor receives
      funding for the making and maintenance of its Capital in the Investor
      Interest.

     

    “GAAP”
means
      generally
      accepted accounting principles in effect from time to time in the United States
      of America.

     

    “Group
      Purchase
      Limit”
means,
      for each
      Investor Group, the sum of the Commitments of the Committed Investors in such
      Investor Group.

     

    “Incremental
      Purchase”
means
      a purchase
      of one or more Investor Interests, including the initial purchase of Investor
      Interest, which increases the total outstanding Aggregate Capital
      hereunder.

     

    “Indebtedness”
of
      a Person means
      such Person’s (i) obligations for borrowed money, (ii) obligations representing
      the deferred purchase price of property or services (other than accounts payable
      arising in the ordinary course of such Person’s business), (iii) obligations of
      another Person of the types described in the foregoing clauses (i) and (ii),
      whether or not assumed, secured by liens or payable out of the proceeds or
      production from property now or hereafter owned or acquired by such Person,
      and
      (iv) capitalized lease obligations.

     

    “Independent
      Manager”
means
      a manager
      of Seller who satisfies the requirements for an “Independent Manager” as set
      forth in Seller’s limited liability company agreement as in effect on the date
      of this Agreement.

     

    “Initial
      Cutoff
      Date”
has
      the meaning
      set forth in the First Tier Sale Agreement.

     

    “Investor”
means
      any Conduit
      Investor or Committed Investor, as applicable.

     

    “Investor
      Interest”
means,
      at any
      time, an undivided percentage ownership interest (computed as set forth below
      and based on the amount of Capital allocated thereto pursuant to the terms
      and
      conditions hereof), which is intended to constitute a beneficial interest,
      in
      (i) each Receivable arising prior to the time of the most recent computation
      or
      recomputation of such undivided interest, (ii) all Related Security with respect
      to each such Receivable, and (iii) all Collections with respect to, and other
      proceeds of, each such Receivable. Each such undivided percentage interest
      shall
      equal:

     

    
      	
              C

            
	
              NRPB
                - AR +
                CAA

               

            


    

    where:

     

    C = the
      Capital of such
      Investor Interest

     

    NRPB = the
      Net Receivable
      Pool Balance

     

    AR = the
      Aggregate
      Reserves

     

    CAA = the
      Collection
      Account Amount

     

    Such
      undivided
      percentage ownership interest shall be initially computed on its date of
      purchase. Thereafter, until the Amortization Date, each Investor Interest shall
      be automatically recomputed (or deemed to be recomputed) on each day prior
      to
      the Amortization Date. The variable percentage represented by any Investor
      Interest as computed (or deemed recomputed) as of the close of the Business
      Day
      immediately preceding the Amortization Date shall remain constant at all times
      thereafter. The Investor Interest shall be senior to the Junior Interest, in
      accordance with the terms and conditions of this Agreement.

     

    “Investor
      Group”
means
      (i) a
      Conduit Investor, one or more Committed Investors and their related Managing
      Agent or (ii) one or more Committed Investors and the related Managing
      Agent.

     

    “Joinder
      Agreement”
means
      a joinder
      agreement substantially in the form set forth in Exhibit VIII
      hereto pursuant to
      which a new Conduit Investor become a party to this Agreement.

     

    “Junior
      Interest”
means,
      at any
      time, an undivided percentage ownership interest, which is intended to
      constitute a beneficial interest, issued by Seller to Finance LLC pursuant
      to
      the Second Tier Sale Agreement, in (i) each Receivable arising prior to the
      time
      of the most recent computation or recomputation of the Investor Interest, (ii)
      all Related Security with respect to each such Receivable, and (iii) all
      Collections with respect to, and other proceeds of, each such Receivable,
      representing the interest therein not constituting the Investor Interest. The
      Junior Interest shall be junior and subordinate to the Investor Interest, in
      accordance with the terms and conditions of this Agreement.

     

    “LIBO
      Rate”
means,
      with
      respect to each Accrual Period, the sum of (a) (i) the interest rate per annum
      shown on the BBAM page of the Bloomberg Financial Markets Services Display
      Screen or any successor page as the average British Bankers’ Association
      Interest Settlement Rate for deposits in United States dollars with a period
      comparable to such Accrual Period and for delivery on the first day of such
      Accrual Period, as of the close of business (London time) two Business Days
      prior to the first day of such Accrual Period, or (ii) if the screen described
      in clause (i) above shall cease to be publicly available, the interest rate
      per
      annum shown on page 3750 of the Telerate screen or any successor page as the
      composite offered rate for London interbank deposits in United States dollars
      with a period comparable to such Accrual Period at 11:00 a.m. (London time)
      two
      Business Days prior to the first day of such Accrual Period, or (iii) if the
      rates in clauses (i) and (ii) shall cease to be publicly available, the average
      interest rate per annum offered to the Program Agent in the interbank market
      for
      dollar deposits of amounts in funds comparable to the principal amount of the
      Investor Interest to which such LIBO Rate is to be applicable with maturities
      comparable to the Accrual Period for which such LIBO Rate will apply as of
      approximately 1:00 p.m. (New York, New York time) two Business Days prior to
      the
      commencement of such Accrual Period plus (b) the Applicable Margin.

     

    “Lock-Box”
means
      each United
      States Post Office box to which Obligors remit Collections.

     

    “Loss
      Horizon
      Ratio”
means,
      for any
      Monthly Period, a fraction, the numerator of which equals the aggregate Original
      Balance of Receivables originated during such Monthly Period and the Monthly
      Period immediately preceding such Monthly Period, and the denominator of which
      equals the aggregate Outstanding Balance of Receivables as of the end of such
      Monthly Period.

     

    “Loss
      Ratio”
means,
      for any
      Monthly Period, the average of the ratios (each expressed as a percentage)
      for
      such Monthly Period and the two immediately preceding Monthly Periods of (a)
      aggregate Outstanding Balance of all Receivables which became Defaulted
      Receivables at any time during such Monthly Period, determined in the case
      of
      Charged-Off Receivable immediately prior to the time such Receivable became
      a
      Charged-Off Receivable, divided by
      (b) the aggregate
      Outstanding Balance of Receivables at the end of such Monthly
      Period.

     

    “Loss
      Reserve”
means,
      for any
      Monthly Period, an amount equal to the Loss Reserve Percentage for such Monthly
      Period multiplied by the Net Receivable Pool Balance as of the end of such
      Monthly Period.

     

    “Loss
      Reserve
      Percentage”
means,
      for any
      Monthly Period, the greater of (i) 12.0% or (ii) a percentage calculated in
      accordance with the following formula:

     

    LRP
      = SF x DS x
      LHR

     

    where:

     

    
      	 	
              LHR

            	
              =

            	
              the
                Loss
                Horizon Ratio for such Monthly
                Period;

            


    

    
      	 	
              LRP

            	
              =

            	
              the
                Loss
                Reserve Percentage for such Monthly
                Period;

            


    

    
      	 	
              DS

            	
              =

            	
              a
                default
                spike equal to the highest Default Ratio occurring during the 12
                most
                recent Monthly Periods ending with (and including) such Monthly Period;
                and

            


    

    
      	 	
              SF

            	
              =

            	
              the
                Stress
                Factor.

            


    

    


    “Managing
      Agent”
means,
      as to any
      Investor Group, the agent named on the signature pages hereto as such Investor
      Group’s Managing Agent.

     

    “Material
      Adverse Effect”
means
      a material
      adverse effect on (i) the financial condition of any Seller Party, (ii) the
      ability of any Seller Party to perform its obligations under this Agreement
      or
      any other Transaction Document, (iii) the legality, validity or enforceability
      of this Agreement or any other Transaction Document, (iv) any Investor’s
      interest in the Receivables generally or in any significant portion of the
      Receivables, the Related Security or the Collections with respect thereto,
      or
      (v) the collectibility (provided that, for purposes of the use of the term
      Material Adverse Effect in Section 9.1(h),
      collectibility
      shall be deemed not to encompass the credit risk of Obligors) shall not of
      the
      Receivables generally or of any material portion of the
      Receivables.

     

    “Mid-Month
      Determination Date”
means,
      with
      respect to a Monthly Period, the 12th
      Business Day of
      such Monthly Period.

     

    “Mid-Month
      Report”
means
      a report,
      in substantially the form of Exhibit XI
      hereto
      (appropriately completed), furnished by Servicer to the Managing Agents pursuant
      to Section 8.5,
      which shall,
      among other things, provide a computation of the Current Month Net Receivables
      Pool Balance for the Mid-Month Determination Date and the Estimated Current
      Month Net Receivables Pool Balance for each day in such Monthly Period which
      occurs after the Mid-Month Determination Date and prior to the Cash Receipt
      Date.

     

    “Mid-Month
      Report Date”
means,
      with
      respect to a Monthly Period, the 14th
      Business Day of
      such Monthly Period.

     

    “Monthly
      Period”
means
      each
      calendar month commencing October, 2006; provided
      that, for purposes
      of the computation of the Delinquency Ratio, the Dilution Horizon Ratio, the
      Dilution Ratio, the Dilution Reserve Percentage, the Loss Horizon Ratio, the
      Loss Ratio, the Loss Reserve Percentage and the Turnover Rate, each calendar
      month prior to November, 2006 shall be deemed to be a Monthly Period and such
      ratios, percentages and rates shall be computed pro forma as though the
      Transaction Documents had then been in effect and the Initial Cutoff Date had
      occurred prior thereto.

     

    “Monthly
      Report”
means
      a report,
      in substantially the form of Exhibit X
      hereto
      (appropriately completed), furnished by Servicer to the Managing Agents pursuant
      to Section 8.5.

     

    “Monthly
      Report
      Date”
means,
      with
      respect to a Monthly Period, the third Business Day of the following Monthly
      Period.

     

    “Monthly
      Settlement Date”
means,
      with
      respect to a Monthly Period, the fifth Business Day of the immediately following
      Monthly Period.

     

    “Moody’s”
means
      Moody’s
      Investors Service, Inc. or any successor to such rating agency.

     

    “Net
      Outstanding
      Balance”
of
      any Receivable
      at any time means the Outstanding Balance, excluding any portion thereof
      representing an Additional Amount.

     

    “Net
      Receivable
      Pool Balance” means,
      at any time,
      (a) the aggregate Net Outstanding Balance of all Eligible Receivables at
      such time, minus
      (b) the sum
      of (i) the aggregate amount by which the Net Outstanding Balance of all
      Eligible Receivables of each Obligor and its Affiliates exceeds the
      Concentration Limit for such Obligor at such time, (ii)
      the aggregate
      amount by which the Net Outstanding Balance of all Eligible Receivables of
      Specified Governmental Obligors exceeds 5.0% (or such other percentage which
      the
      Program Agent, at the direction or with the consent of the Required Committed
      Investors, may, upon not less than three Business Days' notice to Seller and
      Servicer, specify) of the Net Outstanding Balance of all Eligible Receivables
      at
      such time, and
      (iii) the
      aggregate outstanding balance of Unapplied Cash and Credits as of the close
      of
      business on the immediately preceding Business Day.

     

    “Obligations”
shall
      have the
      meaning set forth in Section 2.1.

     

    “Obligor”
means
      a Person
      obligated to make payments pursuant to a Contract.

     

    “Original
      Balance”
means,
      with
      respect to any Receivable, the Outstanding Balance of such Receivable on the
      date it was originated.

     

    “Originator”
means
      Colorado
      Interstate Gas Company, individually, in its capacity as seller under the First
      Tier Sale Agreement.

     

    “Outstanding
      Balance”
of
      any Receivable
      at any time means the then outstanding principal balance thereof as of the
      close
      of business on the immediately preceding Business Day.

     

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

     

    “Participant”
has
      the meaning
      set forth in Section 12.2.

     

    “Periodic
      Reports”
means,
      at any
      time, the reports required to be delivered by Servicer under Section 8.5.

     

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

     

    “Potential
      Amortization Event”
means
      an event
      which, with the passage of time or the giving of notice, or both, would
      constitute an Amortization Event.

     

    “Prime
      Rate”
means,
      for any
      day, for any Managing Agent, a per annum rate equal to the higher of (i) the
      rate of interest per annum determined by such Managing Agent from time to time
      in its sole discretion as its prime commercial lending rate for such day for
      United States Dollar loans made in the United States and (ii) the Federal Funds
      Effective Rate for such day plus
      .50%. The prime
      commercial lending rate is not necessarily the lowest rate that a Managing
      Agent
      is charging any corporate customer.

     

    “Pro
      Rata
      Share”
means,
      (a) for
      each Committed Investor, the Commitment of such Committed Investor, divided
      by
      the Program Limit,
      adjusted as necessary to give effect to any assignments pursuant to Article XII
      and (b) for each
      Conduit Investor, an amount equal to the aggregate Commitments of each Committed
      Investor which is a member of such Conduit Investor’s Investor Group,
divided
      by
      the Program Limit,
      adjusted as necessary to give effect to any assignments pursuant to Article XII.

     

    “Program
      Limit”
means
      $25,000,000, or such lesser amount as may from time be specified by not less
      than ten (10) Business Days’ prior written notice by Servicer to the Program
      Agent and Seller from time to time. Any reduction of the Program Limit shall
      be
      irrevocable upon such notice being given and shall not be subject to
      reinstatement and each partial reduction of the Program Limit shall be in an
      amount equal to $1,000,000 or an integral multiple thereof.

     

    “Purchase
      Notice”
has
      the meaning
      set forth in Section 1.2.

     

    “Purchase
      Price”
means,
      with
      respect to any Incremental Purchase of an Investor Interest, the amount paid
      to
      Seller for such Investor Interest which shall not exceed the least of the amount
      requested by Seller in the applicable Purchase Notice, the unused portion of
      the
      Program Limit on the applicable purchase date and the excess, if any, of the
      Net
      Receivable Pool Balance (less the Aggregate Reserves) on the applicable purchase
      date over the aggregate outstanding amount of Aggregate Capital determined
      as of
      the date of the most recent Monthly Report, taking into account such proposed
      Incremental Purchase.

     

    “Purchasing
      Committed Investor”
has
      the meaning
      set forth in Section 12.1(b).

     

    “Rating
      Agencies”
means
      S&P and
      Moody’s.

     

    “Receivable”
means
      (i) all
      indebtedness and other obligations owed to Seller or the Originator (at the
      time
      it arises, and prior to giving effect to the transfers and conveyances thereof
      under the applicable Receivables Sale Agreements or hereunder), including any
      indebtedness, obligation or interest constituting an account or payment
      intangible, to the extent such indebtedness and other obligations arise in
      connection with reservation changes for the daily transportation or storage
      of
      natural gas by the Originator and without regard to whether the applicable
      Obligor shall have been invoiced therefor and (ii) the Additional Amounts,
      and
      includes the obligation to pay any Finance Charges with respect thereto,
provided
      that
      the term
“Receivable” shall not include any such indebtedness or obligations that, (A)
      prior to such indebtedness or obligations being transferred and conveyed to
      Finance LLC under the First Tier Sale Agreement, were owed to the Originator
      by
      any of its Affiliates from time to time, (B) prior to such indebtedness or
      obligations being transferred and conveyed to Buyer under the Second Tier Sale
      Agreement, the Originator shall have notified the Program Agent in writing
      are
      not Eligible Receivables, or (C) is an Excluded Receivable (as defined in the
      First Tier Sale Agreement). Indebtedness and other rights and obligations
      arising from any one transaction, including indebtedness and other rights and
      obligations represented by an individual invoice, shall constitute a Receivable
      separate from a Receivable consisting of the indebtedness and other rights
      and
      obligations arising from any other transaction; provided that any indebtedness,
      rights or obligations referred to in the immediately preceding sentence shall
      be
      a Receivable regardless of whether the account debtor, Seller or the Originator
      treats such indebtedness, rights or obligations as a separate payment
      obligation.

     

    “Records”
means,
      with
      respect to any Receivable, 

     

    (i) all
      Contracts; and


     

    (ii) (in
      each case
      solely to the extent of the rights therein (if any) of the Originator, Finance
      LLC or Seller, as applicable) all other documents, books, records and other
      information (including computer programs, tapes, disks, punch cards, data
      processing software and related property and rights) relating to such
      Receivable, any Related Security therefor and the related Obligor.

     

    “Reference
      Bank”
means
      Paribas or
      such other bank as the Program Agent shall designate.

     

    “Regulatory
      Change”
has
      the meaning
      set forth in Section 10.2.

     

    “Reinvestment”
has
      the meaning
      set forth in Section 2.2(c).

     

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

     

    (B)  all
      other security
      interests or liens and property subject thereto from time to time, if any,
      purporting to secure payment of such Receivable, whether pursuant to the
      Contract related to such Receivable or otherwise, together with all financing
      statements and security agreements describing any collateral securing such
      Receivable,

     

    (C)  all
      guaranties,
      letters of credit, insurance and other agreements or arrangements of whatever
      character from time to time supporting or securing payment of such Receivable
      whether pursuant to the Contract related to such Receivable or
      otherwise,

     

    (D)  all
      Records related
      to such Receivable,

     

    (E)  all
      of Seller’s
      right, title and interest in, to and under each Sale Agreement, and

     

    (F)  all
      proceeds of any
      of the foregoing.

     

    “Required
      Collection Account Amount”
shall
      mean, for
      each Daily Settlement Date, an amount (which shall not be less than zero) equal
      to (i) the aggregate amount which will be payable on the next following Monthly
      Settlement Date pursuant to clause
      (i)
      of Section 2.4(c)
      (determined
      without regard to any occurrence of the Amortization Date) plus (ii) the
      excess, if any, on such Daily Settlement Date of (A) the sum of (x) the
      Aggregate Capital plus
      (y) the Aggregate
      Reserves over (B) the Net Receivable Pool Balance (calculated, with respect
      to
      Receivables acquired by Seller during the related Monthly Period, based on
      the
      Estimated Current Month Net Receivables Pool Balance for such Daily Settlement
      Date).

     

    “Required
      Committed Investors”
means,
      at any
      time, Committed Investors whose Pro Rata Shares are equal to or greater than
      66
      2/3%.

     

    “Responsible
      Officer”
means,
      with
      respect to any Person, its chief financial officer, the chief accounting
      officer, the senior vice president-finance, the treasurer, the controller or
      any
      other officer whose primary duties are similar to the duties of any of the
      previously listed officers.

     

    “Sale
      Agreement”
means
      each of the
      First Tier Sale Agreement and the Second Tier Sale Agreement.

     

    “S&P”
means
      Standard
& Poor’s Ratings Group or any successor to such rating agency.

     

    “Second
      Tier Sale
      Agreement”
means
      that
      certain Second Tier Receivables Sale Agreement, dated as of the date hereof,
      between Finance LLC and Seller.

     

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

     

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

     

    “Servicer”
means
      at any time
      the Person or Persons (which may be the Program Agent) then authorized pursuant
      to Article VIII
      to service,
      administer and collect Receivables.

     

    “Servicer
      Expenses”
means
      the
      reasonable out-of-pocket costs and expenses incurred by Servicer in connection
      with servicing, administering and collecting the Receivables.

     

    “Servicer
      Fee”
has
      the meaning
      set forth in Section 8.7.

     

    “Special
      Adjustment Amount”
means,
      with
      respect to a Business Day, the amount required to be deposited by Seller for
      such Business Day into the Collection Account pursuant to Section 2.2(b)
      or Section 2.2(c).

     

    “Specified
      Governmental Obligor”
means
      any state
      or municipal or other local government, any subdivision, department or agency
      of
      a state or municipal or other local government or any state or municipal or
      other local governmental authority.

     

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

     

    “Stress
      Factor”
means,
      at any
      time, 2.0.

     

    “Subsidiary”
means,
      as to any
      Person, a corporation, partnership or other entity of which more than 50% of
      the
      outstanding shares of stock or other ownership interests having ordinary voting
      power (other than stock or such other ownership interests having such power
      only
      by reason of the happening of a contingency) to elect directors or other
      managers of such corporation, partnership or other entity are at the time owned,
      directly or indirectly, through one or more Subsidiaries of such Person, by
      such
      Person.

     

    “Support
      Facility”
means
      this
      Agreement and any agreement or instrument executed by any Funding Source with
      or
      for the benefit of a Conduit Investor.

     

    “Termination
      Date”
has
      the meaning
      set forth in Section 2.3.

     

    “Termination
      Percentage”
has
      the meaning
      set forth in Section 2.3.

     

    “Transaction
      Documents”
means,
      collectively, this Agreement, each Purchase Notice, each Sale Agreement, each
      Blocked Account Agreement, the Fee Letters, and all other instruments, documents
      and agreements executed and delivered in connection herewith.

     

    “Turnover
      Rate”
means,
      for any
      Monthly Period, (i)
      the aggregate
      Outstanding Balance of all Receivables as of the last day of the Monthly
      Period
      ending one Monthly
      Period
      prior to such Monthly
      Period,
      divided by
      (ii) the aggregate
      amount of Collections received during such Monthly
      Period.

     

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

     

    “Unapplied
      Cash
      and Credits”
means,
      at any
      time, the aggregate amount of Collections or other cash or credits then held
      by
      or for the account of Servicer, the Originator or Seller in respect of the
      payment of Receivables, including prepaid amounts, amounts on deposit in an
      unapplied cash account or uncleared payment accounts and unbooked deposits
      at
      such time, but not yet applied to the payment of such Receivables.

     

    “Yield”
means
      (a) for
      each respective Accrual Period relating to an Investor Interest of a Conduit
      Investor, other than an Investor Interest as to which Yield is being computed
      pursuant to Article IV,
      an amount equal
      to the product of the applicable CP Rate multiplied
      by
      the Capital of
      such Investor Interest for each day elapsed during such Accrual Period,
      annualized on a 360 day basis, and (b) for each respective Accrual Period
      relating to any other Investor Interest, an amount equal to the product of
      the
      applicable Bank Rate for such Investor Interest multiplied
      by
      the Capital of
      such Investor Interest for each day elapsed during such Accrual Period,
      annualized on a 360 day basis (or a 365 or 366 day basis, as applicable, in
      the
      case of the Prime Rate).

     

    “Yield
      and
      Servicer Fee Reserve”
means,
      for any
      Monthly Period, an amount equal to the product of (a) the Yield and Servicer
      Fee
      Reserve Percentage for such Monthly Period, multiplied by
      (b) the Net
      Receivable Pool Balance as of the end of such Monthly Period.

     

    “Yield
      and
      Servicer Fee Reserve Percentage”
means,
      for any
      Monthly Period, a percentage calculated in accordance with the following
      formula:

     

    YRP
      = SF x
      (BR+SFR)/12 x TR

     

    where:

     

    
      	 	
              BR

            	
              =

            	
              the
                Bank Rate
                (measured as of the end of immediately preceding Monthly Period,
                or, in
                the case of the Yield and Servicer Fee Reserve Percentage for the
                initial
                Monthly Period, on the date of the initial Incremental
                Purchase);

            


    

    
      	 	
              SFR

            	
              =

            	
              the
                Servicer
                Fee Rate;

            


    

    
      	 	
              SF

            	
              =

            	
              the
                Stress
                Factor;

            


    

    
      	 	
              TR

            	
              =

            	
              the
                Turnover
                Rate for such Monthly Period; and

            


    

    
      	 	
              YRP

            	
              =

            	
              the
                Yield and
                Servicer Fee Reserve Percentage for such Monthly
                Period.

            


    

    


    Additionally,
      unless otherwise specified herein or in any other Transaction
      Document:

     

    (a) All
      accounting
      terms not specifically defined herein shall be construed in accordance with
      GAAP. All terms used in Article 9 of the UCC in the State of Texas, and not
      specifically defined herein, are used herein as defined in such
      Article 9.

     

    (b) The
      definitions of
      terms herein shall apply equally to the singular and plural forms of the terms
      defined. Whenever the context may require, any pronoun shall include the
      corresponding masculine, feminine and neuter forms. The words “include,”
“includes”
and
“including”
shall
      be deemed
      to be followed by the phrase “without limitation.” The word “will”
shall
      be
      construed to have the same meaning and effect as the word “shall.”
Unless
      the
      context requires otherwise, (i) any definition of or reference to any agreement,
      instrument or other document shall be construed as referring to such agreement,
      instrument or other document as from time to time amended, restated,
      supplemented or otherwise modified or replaced (subject to any restrictions
      on
      such amendments, supplements or modifications set forth herein or in any other
      Transaction Document), (ii) any reference herein to any Person shall be
      construed to include such Person’s successors and assigns, (iii) the words
“herein,”
“hereof”
and
“hereunder,”
and
      words of
      similar import when used in any Transaction Document, shall be construed to
      refer to such Transaction Document in its entirety and not to any particular
      provision thereof, (iv) all references in a Transaction Document to Articles,
      Sections, Exhibits and Schedules shall be construed to refer to Articles and
      Sections of, and Exhibits and Schedules to, the Transaction Document in which
      such references appear, (v) any reference to any law shall include all statutory
      and regulatory provisions consolidating, amending, replacing or interpreting
      such law and any reference to any law or regulation shall, unless otherwise
      specified, refer to such law or regulation as amended, modified or supplemented
      from time to time, and (vi) the words “asset”
and
“property”
shall
      be
      construed to have the same meaning and effect and to refer to any and all
      tangible and intangible assets and properties, including cash, securities,
      accounts and contract rights.