Counterparties that are LP's

Although we didn't get to discuss this at our credit luncheon, particularly
we some of the less-experienced credit folks, when we receive a worksheet
from them where the counterparty is a limited partnership, it may be
advisable to ask them the following questions:

1. Should the GP be designated as a Specified Entity? The alternative may be
to require the GP to sign a Guaranty and then they would become a credit
support provider. By making the GP a Specified Entity, they get picked up in
the cross default, bankruptcy and credit event upon merger provisions.

2. Should there be an additional termination event or event of default that
gets triggered if the GP fails to be the GP of the limited partnership?

3. Whose financials are they expecting to receive, the GP's or the LP's?

4. If there are financial tests, who do they pertain to, the GP or the LP?

5. How does the LP qualify as an ESP? Particularly with some of the less
experienced credit folks who have not had to deal with this issue on the
physical side, maybe this question should always be asked for every
counterparty just to be safe.

Let me know what you think.

Carol