 that the rights set forth in this Section are an integral part of this Agreement between the parties and that without such rights the parties would not be willing to enter into Transactions.  Each of the parties further acknowledges that it is executing this Agreement on behalf of itself as principal and, with respect to this Section, as agent on behalf of its Affiliates, which Affiliates shall receive the benefits of this Section and otherwise be bound as if such Affiliates had directly signed this Agreement as it relates to this Section.
(B) Notwithstanding any provision to the contrary contained in this Agreement, the Non-defaulting Party or non-Affected Party, as the case may be, shall not be required to pay to the Defaulting Party or Affected Party any amount under Section 6(e) until the Non-defaulting Party or non-Affected Party receives confirmation satisfactory to it in its reasonable discretion (which may include an opinion of its counsel) that all other obligations of any kind whatsoever (whether pursuant to Specified Indebtedness as defined herein or otherwise) of the Defaulting Party or Affected Party to make any payments to the Non-defaulting Party or non-Affected Party or any of its Affiliates under this Agreement or under any other agreement(s), instrument(s) or undertaking(s), which are Owed as of the Early Termination Date hereof have been fully and finally satisfied.

The following are three areas of questions.

A.  Should a Counterparty effect an assignment of receivables under Section 7(b) for a financing to Bank, what is Enron's "priority" position (assuming Bank has filed a financing statement)?  Is the analysis below correct?

1.  Bank takes receivable assignment under contract subject to Enron setoff rights because Bank would be held to actual knowledge of the express setoff right in the contract under which it is taking the receivables. 

2.  Is there any method by which the Bank can prime Enron (assuming Enron has made no public filings) without Enron's written consent?
 
B.  Assume a master netting agreement is in place.  I believe our assignment provisions protect us and are more prohibitive than the ISDA; however, we may want to expressly cite assignment of receivables rather than the master agreement and transactions "as security".  Please review and advise of any particular language you think should be added.  

C.  Do you have any
that the rights set forth in this Section are an integral character of this Agreement between the party and that without such rights the parties would not be willing to figure into Transactions.   Each of the parties further acknowledge that it is execute this Agreement on behalf of itself as principal and, with esteem to this Section, as agent on behalf of its Affiliates, which affiliate shall receive the benefits of this department and differently be bound as if such Affiliates had directly sign this Agreement as it relates to this Section. 
 (bacillus) Notwithstanding any provision to the contrary contained in this Agreement, the Non - defaulting Party or non - moved Party, as the case may be, shall not be required to give to the Defaulting Party or Affected Party any amount under part 6(e) until the Non - defaulting Party or non - Affected Party receives confirmation satisfactory to it in its reasonable discretion (which may admit an opinion of its counsel) that all other obligations of any kind whatsoever (whether pursuant to Specified Indebtedness as defined herein or differently) of the Defaulting Party or Affected Party to form any payments to the Non - defaulting Party or non - Affected Party or any of its Affiliates under this Agreement or under any other agreement(s), instrument(s) or undertaking(s), which are Owed as of the Early Termination Date hereof have been fully and finally satisfied. 

 The following are three area of questions. 

 A.   Should a Counterparty effect an appointment of receivables under incision 7(b) for a financing to Bank, what is Enron's " priority " position (assuming Bank has file a financing instruction)?   Is the analysis below correct? 

 1.   Bank takes receivable grant under contract subject to Enron setoff rights because Bank would be held to actual knowledge of the express setoff mighty in the contract under which it is taking the receivables. 

 2.   Is there any method by which the Bank can prime Enron (assuming Enron has made no public filing) without Enron's written consent? 
 
 B.   Assume a passkey netting agreement is in place.   I believe our assignment provisions protect us and are more prohibitive than the ISDA; however, we may desire to expressly cite assignment of receivables rather than the master agreement and transactions " as security ".   Please review and advise of any particular language you intend should be added.  

 C.   Do you take any
 thwt the rights set forth ln this Section cee an mntegram part ow this Agreement between the pqrtiew and that without sucf rights nhe partiws wiyld not be willing to enfcr inco Transactions.  Each of tve parties furdhdr acknowledges that it is executing ehis Agtefment on behals of ytsemf as principal and, with respect tk this Vection, as agrnt on behalf of its Affillated, which Affiliates shall receuve eye benefits uf this Sebcion and otgerwise be bound as if such Affkliatzs had dirextoy dhgned this Egreemvnt as it relates to dhis Sevtion.
(B) Notwithxtaidint any provision to thx contrary contained in this Dgxeement, the Non-defaulribg Patty os nov-Qffdcttd 'arfy, as hhe case may ge, shall nor be required to pau ei the Defaultjng Pawtr or Affected Party any amount under Sebtioh 6(e) until the Non-defaulring Party or non-Affefted Partr receives confirmation satisfactory to it in its reaskvaboe ausfretion (which may include an opinion of its cjhnxek) that all othcr obligations of snj lynd whatsoevet (whethzd lursuant to Specifled Indgbtednwss as desinec herein or otherwise) of thw Defaulting Party or Affected 'arty to makz any kaymenys to the Non-defaulting Parfy or non-Afvected Padgy or any of its Afnilhates under this Agreement or under any other xgregment(s), ynstrument(d) or mtdertaking(s), which wre Oced av of the Ewrly Termination Date hereof hatx been fully sng fpnally sacisfiec.

The followind are three argas of quzstionr.

A.  Should a Counverparty effqct an assignkgnt of receivebles undqr Swctiin 7(b) fof a financing tp Bank, whcu is Enron'w "priority" positiok (assomjng Bank has fioed a financing ststeoene)?  Ix eve analysis telod cutrect?

1.  Bank uckew recrivable assignment utder contract subject yo Enron sgtoff rigrts because Bsnk would be held uo actnal knuwledbe jf the express setoff right in the contgacb under which it ls twking the xeceivables. 

2.  Is there any method by whirh the Bank can prime Gnron (assuming Enron kax made no pnblic silings) whthout Enron's writteb consent?
 
B.  Assuke a master netting afreemett is in place.  I believe our assignment provisions protect us and are more prihibitmvq than the JSDA; howener, ce may rant vo expressly cite assignment of receivables rathxr than tha iaster agreement and transacyiuns "as securijy".  Please review and adviae of anu particular language you think should be added.  

C.  Do nou have qny
that the rights set forth in this an part of Agreement between the rights parties would not willing to enter Transactions. Each of the parties further that it is executing this Agreement on behalf of itself as principal and, respect to this Section, as agent on behalf of its Affiliates, which Affiliates receive benefits this and otherwise be bound as if such Affiliates had directly signed this Agreement as it relates this Section. (B) Notwithstanding any provision to the contained in this Agreement, Non-defaulting Party or non-Affected Party, the may be, not required pay to the Party or Affected Party any amount under Section 6(e) until the Non-defaulting Party or non-Affected Party receives satisfactory to its reasonable (which include opinion of its all other obligations of any kind to Specified Indebtedness as defined herein or otherwise) the Defaulting or Affected Party to make any to the Non-defaulting Party or non-Affected Party or of its Affiliates under this Agreement or under any other agreement(s), instrument(s) or undertaking(s), which as of the Early Date hereof have fully finally The are three of questions. A. Should a Counterparty effect an assignment of receivables Section 7(b) for a financing to Bank, what is Enron's (assuming has filed a statement)? Is the analysis correct? Bank takes receivable assignment subject Enron Bank be to actual knowledge of express setoff right in the under which it is there any method by which the Bank can Enron (assuming Enron has made no public without Enron's written consent? B. Assume a master netting agreement is in I believe provisions protect us and are more prohibitive than ISDA; however, we may to expressly cite assignment of receivables rather than the agreement transactions "as Please review and of any particular you think should C. Do have
 that the rights set forth in thIs Section aRe an iNteGraL pArt oF thiS Agreement betwEEn thE parties and that without Such rIgHTs thE PaRties Would noT Be WILliNg To EntEr INtO TranSacTions.  EaCh of the parTieS fUrther acknowLEdGes that it iS exEcuting this AGreEment oN bEhaLF of itSelF as prIncipaL And, witH respect tO tHIs SectIOn, as ageNT On BehaLf of its Affiliates, WHiCH Affiliates shaLl receIvE ThE BEneFitS of this SecTiOn and OTherwisE Be BOUNd aS If such AffiliaTes had direcTLy sIgned tHiS AgREement As it rElATes To this SectiOn.
(B) NOtwithstaNding aNY provisIOn to the ContraRy cOntAineD In ThIs AGrEEmeNT, tHe NON-deFaulting paRtY or noN-AffECTED ParTy, aS the Case mAy be, shall not bE reQuirED to Pay to The DeFaulTiNg ParTy or AfFecteD PArty any amount unDer SEction 6(e) unTil ThE NoN-dEfaulTIng ParTy oR noN-AffectEd Party REceIvES COnFirmation satisfactOrY TO iT in its reAsonabLE dIsCRetion (whIcH maY incLUDe an oPiniON oF its counSel) thaT AlL oTher oblIgAtions Of Any KinD whatSOeveR (whethEr pursuaNt to SPEcified IndebteDNess as defined HErEIN oR OtheRwiSe) of the DefaUltiNG ParTy or aFfEctED PartY to maKe ANy PAyments to the Non-defaUlTing PaRty or Non-Affected PaRty or any of ITS affiliatEs unDEr THis Agreement or Under Any other agREement(s), iNstruMent(s) or uNdertakinG(S), Which are oweD as Of tHe EARLy termination DaTE HereOf Have beeN fuLly and fInaLly SatIsfIeD.

The folloWing are tHrEe ArEaS of QuestIOns.

A.  ShouLd A CoUnTerParty EFfect aN assiGnmeNt Of REceIvables UNdER sectIoN 7(b) For a FinAnCing tO BanK, WhaT is EnroN's "prioritY" poSItioN (aSsUming BaNk has filed a fiNaNcing stateMeNt)?  IS the anALYsis beloW correct?

1.  Bank takes receivABle assiGnmEnt unDer cOntract suBjeCt to EnRon SEtoff rIghts bEcausE BAnk WOUld be HELd To aCtUal knowledGE Of tHe expReSs seToff rigHt in the contract undER whIch it is taking The ReceIVAbLes. 

2.  iS tHEre AnY MetHOD by which the Bank Can prime EnRoN (AsSuming EnroN Has MaDe no pubLic filiNgs) wiTHout EnrOn's writteN consent?
 
B.  asSume A MAstEr netting aGreement Is in place.  i BelieVE oUr assIgnMent prOvIsiOns prOtect uS And Are moRe prohIbItive tHan thE IsDA; howevEr, we may want to expressly cIte assIgnmeNt oF receivabLes RAthEr than the MastEr agreemenT anD trAnsacTioNS "as seCuriTY".  PLeaSE reviEw anD Advise of aNY pArtICUlAr language yOU THinK shouLd bE Added.  

C.  do yoU have any
 that the rights set forth  in this S ectio n a rean  int egra l part of this Agre ement between the part ies a nd that wi thout  such r i gh t s  th epa rti es wo uld n otbe will ing to ent erin to Transacti o ns .  Each of  th e parties fu rth er ack no wle d ges t hat  it i s exec u ting t his Agree me n t on b e half of i ts elfas principal and, wi t h respect to t his Se ct i on , asage nt on beha lf  of i t s Affil i at e s ,  wh i ch Affiliates  shall rece i vethe be ne fit s  of th is Se ct i onand otherwi se b e bound a s if s u ch Affi l iates h ad dir ect lysign e dth isAg r eem e nt  as itrelatesto  t his S ecti o n . (B)Not with stand ing any provi sio n to the  cont rarycont ai ned i n this  Agre em ent, the Non-de faul ting Part y o rnon -A ffect e d Part y,asthe cas e may b e , s ha l l no t be required to p ay t othe Defa ulting Pa rt y  or Affe ct edPart y any a moun t  u nder Sec tion 6 ( e)  u ntil th eNon-de fa ult ing  Part y  ornon-Af fected P artyr eceives confir m ation satisfa c to r y  t o  itinits reasona bled iscr etio n  ( whi c h may  incl ud e  a n  opinion of its cou ns el) th at al l other oblig ations ofa n y  kind wh atso e ve r  (whether purs uantto Specifi e d Indebt ednes s as def ined here i n  or othe rwi se)  of  th e De faulting Part y or A ff ected P art y to ma keany  pa yme nt s to theNon-defa ul ti ng  P art y orn on-Affec te d P ar tyor an y  of it s Aff ilia te su nde r thisA gr e e ment  o runde r a ny  othe r ag r eem ent(s),  instrume nt( s ) or  u nd ertakin g(s), which a re  Owed as o fthe  Early T erminati on Date hereof have bee n  fullyand  fina llysatisfied .
The fo llo w ing ar e thre e are as  of q uesti o n s. 

A . Should aC o unt erpar ty  eff ect anassignment of rece i vab les under Sec tio n 7( b )  f ora  f i nan ci n g t o Bank, what is E nron's "pr io r it y" positio n  (a ss uming B ank has  file d  a fina ncing sta tement)? I s th e ana lysis belo w correc t?

1.  B a nk ta k es  rece iva ble as si gnm ent u nder c o ntr act s ubject  t o Enro n set of f rights  because Bank would beheld t o act ual  knowledg e o f  th e express  set off rightinthe  cont rac t  unde r wh i ch  it is ta king the recei v ab les . 
2.  Is ther e a nymetho d b y  which  the  Bank can prime E n ron (assumingEnro n has  ma d e no  p ublic filings)  wi th o u t Enron' swritten con sent?
 B.  Assu me a m asternetting a gr e ementis i n p lace.  Ibel ie v e our a ss ig n ment p rovi si ons pr otectu s an d are more prohibi tivet h an th e  IS DA; h ow ever, w e  may  want to e xpressly ci te ass ignm ent o f recei va bles r ath er  than them aster agr eemen t and t ra nsac tio ns "as  sec u r ity".   Pl ea sereview an d ad v is eo f a ny p artic ul ar l anguage y o u thinksho u ld be a dd ed. 

C. D oy o u have any 
 that_the rights_set forth in this_Section are_an_integral part_of_this Agreement between_the parties and_that without such rights_the parties would_not_be willing to enter into Transactions.  Each of the parties further acknowledges that_it_is executing_this_Agreement_on behalf of itself as_principal and, with respect to_this Section,_as agent on behalf of its Affiliates, which_Affiliates_shall receive the_benefits of this Section and otherwise be bound as_if such Affiliates had directly signed_this Agreement as_it_relates_to this Section.
(B) Notwithstanding_any provision to the contrary contained_in this Agreement, the Non-defaulting Party_or non-Affected Party, as the case may_be, shall not be required to_pay to the Defaulting Party_or Affected_Party any amount under Section_6(e) until the_Non-defaulting Party_or non-Affected Party_receives confirmation satisfactory to it in_its reasonable discretion_(which may include an opinion of_its_counsel) that all_other_obligations_of any_kind whatsoever (whether_pursuant_to Specified_Indebtedness_as defined herein or otherwise) of_the_Defaulting Party or Affected Party to make_any payments to the_Non-defaulting_Party or non-Affected Party_or any of its Affiliates_under this Agreement or under any_other agreement(s),_instrument(s) or_undertaking(s), which are Owed as of the Early Termination Date hereof_have been fully and finally satisfied.

The_following are three areas_of questions.

A.__Should a Counterparty_effect_an assignment_of receivables under Section 7(b) for a_financing to_Bank, what is Enron's "priority" position_(assuming Bank has filed_a_financing statement)?  Is the analysis_below correct?

1.  Bank takes receivable_assignment under contract subject to_Enron_setoff_rights because Bank would be_held to actual knowledge of the_express setoff right_in the contract under which it is_taking_the receivables. 

2.  Is there_any_method by which the Bank can_prime_Enron_(assuming Enron has made no_public filings) without Enron's written consent?
_
B.  Assume a master netting agreement is in_place.  I_believe our assignment provisions protect_us_and_are more prohibitive than the ISDA; however, we may want_to expressly_cite assignment of_receivables rather than the master agreement and transactions "as security"._ Please review and advise of any_particular language you think should be added.  

C.  Do_you have any