SECOND TIER RECEIVABLES SALE AGREEMENT

THIS SECOND TIER RECEIVABLES SALE AGREEMENT, dated as of November 3, 2006, is by and between CIG FINANCE COMPANY, L.L.C., a Delaware limited liability (“ Finance LLC ”), and CIG FUNDING COMPANY, L.L.C., a Delaware limited liability company (“ Buyer ”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in, or as otherwise provided in, Exhibit I .

Finance LLC is party to that certain First Tier Receivables Purchase Agreement dated as of November 3, 2006 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “ First Tier Sale Agreement ”) between Colorado Interstate Gas Company, a Delaware corporation (“ Originator ”), and Finance LLC, pursuant to which Originator will sell and assign to Finance LLC, and Finance LLC will purchase from Originator, all of Originator’s right, title and interest in and to Receivables, together with the Related Security and Collections with respect thereto. Finance LLC wishes to sell and assign to Buyer, and Buyer wishes to purchase from Finance LLC, immediately following the purchase of Receivables from Originator, all of Finance LLC’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Finance LLC and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Finance LLC to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Finance LLC and Buyer do not intend these transactions to be, or for any purpose (other than the Intended Characterization) to be characterized as, loans from Buyer to Finance LLC. Immediately following the purchase of Receivables from Finance LLC, Buyer will (i) issue undivided interests (intended to constitute senior beneficial interests) in such Receivables and the associated Related Security and Collections (the “ Investor Interests ”) pursuant to that certain Receivables Purchase Agreement dated as of November 3, 2006 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “ Purchase Agreement ”) among Buyer, Colorado Interstate Gas Company, as Servicer, the “Investors” and “Managing Agents” from time to time party thereto and BNP Paribas, New York Branch, as Program Agent (in such capacity, and including any successor agent appointed pursuant to the terms of the Purchase Agreement, the “ Program Agent ”), and (ii) issue an undivided interest (intended to constitute a junior beneficial interest) in such Receivables and the associated Related Security and Collections (the “ Junior Interest ”) to Finance LLC.

Section 1.1.    Purchase of Receivables .

(a)    Upon the terms and subject to the conditions hereof, Buyer hereby agrees to purchase, and Finance LLC hereby agrees to sell, all of Finance LLC’s right, title and interest in and to all of its Receivables (each such transaction, a “ Purchase ”). On the date of Finance LLC’s initial purchase of Receivables from Originator pursuant to the First Tier Sale Agreement (the “ Initial Purchase Date ”), Buyer shall purchase, and Finance LLC shall sell, transfer and convey, all of Finance LLC’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Finance LLC shall sell, transfer and convey, all of Finance LLC’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Finance LLC, and Finance LLC shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.

(b)    It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3 , each sale of Receivables hereunder is made without recourse to Finance LLC; provided that (i) Finance LLC shall be liable to Buyer for all representations, warranties and covenants made by Finance LLC pursuant to the terms of the Transaction Documents to which Finance LLC is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Finance LLC or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Finance LLC. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Finance LLC agrees, on or prior to the Initial Purchase Date and in accordance with Section 4.1(f)(ii) , to mark its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Finance LLC will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Section 1.2.    Payment for the Purchases .

(a)    The Purchase Price for each Purchase of Receivables on the Initial Purchase Date in existence on the Initial Purchase Date shall be payable in full by Buyer to Finance LLC on such date, and shall be paid to Finance LLC in the following manner:

(i)    by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent issue of Investor Interests under the Purchase Agreement (including Reinvestments thereunder) after the payment of its operating costs and any amounts payable under the Purchase Agreement; and

(ii)    the balance, by issuing the Junior Interest to Seller.

The Purchase Price for each Receivable purchased by Finance LLC pursuant to the First Tier Sale Agreement after the Initial Purchase Date shall be due and owing in full by Buyer to Finance LLC or its designee on the date each such Receivable is purchased by Finance LLC (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Finance LLC to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Finance LLC in the manner provided in the following paragraphs (b) and (c).

(b)    With respect to any Receivables purchased by Finance LLC pursuant to the First Tier Sale Agreement, Buyer shall pay the Purchase Price therefor in the following manner:

(i)    first , by delivery of immediately available funds on the Business Day on which purchase occurs to the extent of funds available to Buyer from its subsequent issue of Investor Interests under the Purchase Agreement (including Reinvestments thereunder) or other cash on hand;

(ii)    second , on a deferred basis in the manner provided in the following paragraph (c); and

(iii)    third , unless Buyer has declared the Termination Date to have occurred pursuant to Section 5.2 , by an increase in the amount of the Junior Interest equal to the remaining unpaid balance of such Purchase Price.

(c)    Although the Purchase Price for each Receivable purchased by Buyer pursuant to this Agreement after the Initial Purchase Date shall be due and payable in full by Buyer to Finance LLC on the date such Receivable was so purchased, settlement of the cash portion of the Purchase Price between Buyer and Finance LLC for purchases occurring during any Monthly Period shall be deferred, to the extent Buyer does not have funds available from its subsequent issue of Investor Interests under the Purchase Agreement (including Reinvestments thereunder) or other cash on hand on such Business Day and settled, with respect to all Receivables purchased by Buyer during such Monthly Period, on each subsequent Business Day on or prior to the next following Monthly Settlement Date to the extent of funds available to Buyer on such Business Day from subsequent issue of Investor Interests under the Purchase Agreement (including Reinvestments thereunder) or other cash on hand. Although settlement of the cash portion of the Purchase Price for Receivables shall be effected on a deferred basis as provided herein, any increase in the Junior Interest pursuant to clause (iii) of Section 1.2(b) in connection with the purchase thereof by Buyer shall be deemed to have occurred and shall be effective as of the Business Day on which such purchase occurred.

(d)    From and after the Termination Date, Finance LLC shall not be obligated to (but may, at Finance LLC’s option) sell Receivables to Buyer on the terms of this Agreement.

Section 1.3.    Purchase Price Credit and other Adjustments .

(a)    If on any day:

(i)    the Net Outstanding Balance of a Receivable (other than the portion thereof constituting an Additional Amount) is:

(A)   reduced as a result of any defective or rejected goods or services, any discount or any adjustment (including as a result of billing errors or rate adjustments) or otherwise by Originator or Finance LLC (other than cash Collections on account of the Receivables), or

(B)   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 and warranties set forth in Article II of the First Tier Sale Agreement are no longer true with respect to any Receivable (unless such untrue representation or warranty affects only any portion thereof constituting an Additional Amount),

then, in such event, (i) unless Originator elects to repurchase such Receivable from Finance LLC pursuant to clause (y) of Section 1.3(a) of the First Tier Sale Agreement, Buyer shall be entitled to a credit (each, a “ Purchase Price Credit ”) equal to the amount of the Purchase Price Credit (as defined in the First Tier Sale Agreement) to which Finance LLC is entitled to receive with respect to such Receivable pursuant to Section 1.3(a) of the First Tier Sale Agreement, or (ii) if Originator elects to repurchase such Receivable from Finance LLC pursuant to clause (y) of Section 1.3(a) of the First Tier Sale Agreement, Finance LLC shall repurchase such Receivable from Buyer, without recourse, representation or warranty, for a repurchase price (each, a “ Repurchase Price ”) equal to the Repurchase Price (as defined in the First Tier Sale Agreement) to which Finance LLC is entitled to receive with respect to such Receivable pursuant to Section 1.3(a) of the First Tier Sale Agreement. The aggregate Purchase Price Credits and Repurchase Prices payable with respect to any day shall be due and payable within two Business Days after such day and shall (i) first be applied as a credit against the Purchase Price for the Receivables to be purchased by Buyer on the date of the payment thereof up to the amount of the cash portion thereof otherwise available to be paid to Finance LLC in cash pursuant to clause (i) or (ii) of Section 1.2(b) and (ii) second, to the extent of the balance thereof, paid by Finance LLC for the account of Buyer and its assigns on such date (but solely from cash payments received by Finance LLC from Originator pursuant to Section 1.3(a) of the First Tier Sale Agreement) by wire transfer of immediately available funds to the Collection Account maintained under the Purchase Agreement.

(b)    On each day on which there is a Special Adjustment Amount payable under the Purchase Agreement, Buyer shall be entitled to a purchase price adjustment credit (each, a “ Special Adjustment Credit ”) equal to the amount of such Special Adjustment Amount, which shall be due and payable on such day shall (i) first be applied as a credit against the Purchase Price for the Receivables to be purchased by Buyer on the date of the payment thereof up to the amount of the cash portion thereof otherwise available to be paid to Originator in cash pursuant to clause (i) or (ii) of Section 1.2(b) , after giving effect to any reductions therein pursuant to Section 1.3(a) , and (ii) second, to the extent of the balance thereof, paid in cash by Finance LLC to Buyer on such date (but solely from cash payments received by Finance LLC from Originator pursuant to Section 1.3(b) of the First Tier Sale Agreement).

Section 1.4.    Payments and Computations, Etc . All amounts to be paid or deposited by Buyer to Finance LLC hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of Finance LLC as is designated from time to time by Finance LLC or as otherwise directed by Finance LLC. All amounts to be paid by Finance LLC to Buyer hereunder shall be paid in accordance with the terms hereof on the day when due in immediately available funds for the account of Buyer and its assigns to the Collection Account maintained under the Purchase Agreement or as otherwise directed by Buyer with the consent of the Program Agent. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. 

Section 1.5.    Transfer of Records . 

(a)    In connection with the Purchase of Receivables hereunder, Finance LLC hereby sells, transfers, assigns and otherwise conveys to Buyer all of Finance LLC’s right and title to and interest in the Records (to the extent assignable) relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase.

(b)    Finance LLC shall take such action reasonably requested by Buyer or the Program Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records (to the extent assignable) relating to the Receivables purchased from Finance LLC hereunder.

Section 1.6.    Rights under Lock-Boxes, Blocked Accounts and First Tier Sale Agreement . In consideration of Buyer’s purchase of Receivables hereunder, Finance LLC hereby sells and assigns to Buyer, all of Finance LLC’s rights under, in and to (but none of its obligations under) (a) each Lock-Box and Blocked Account and (b) the First Tier Receivables Sale Agreement (including (i) all payment rights thereunder, (ii) all rights to indemnification or reimbursement or similar rights arising thereunder, (iii) all representations and warranties made by Originator thereunder, and (iv) all UCC financing statements filed pursuant thereto), and all proceeds of thereof. In connection with such sale and assignment, Finance LLC agrees that Buyer and its assigns shall have the right to enforce Finance LLC’s rights and remedies under the First Tier 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 Buyer or its assigns or any of its or their respective Affiliates to perform any of the obligations of Finance LLC under the First Tier Sale Agreement. From and after the occurrence of a Termination Event and during the continuance thereof, Buyer or its assigns shall have the exclusive right to direct the enforcement by Finance LLC of its rights under the First Tier Sale Agreement. Without limiting the generality of the foregoing, Finance LLC shall not consent to the eligibility of Excluded Receivables as Receivables under the First Tier Sale Agreement without the prior consent of Buyer.

Section 1.7.    Characterization . If, notwithstanding the intention of the parties expressed in Section 1.1(b) , any sale or contribution by Finance LLC to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Section 2.1.    Representations and Warranties of Finance LLC . Finance LLC hereby represents and warrants to Buyer that:

(a)    Existence and Power . It is a limited liability company duly formed, 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 it of this Agreement and each other Transaction Document to which it is a party, the performance of its obligations hereunder and thereunder and its use of the proceeds of the Purchases made hereunder, 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 it is a party have been duly executed and delivered by it.

(c)    No Conflict . The execution and delivery by it of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its limited liability company agreement or certificate of formation, (ii) any law, rule or regulation applicable to it, including the Natural Gas Act, as amended, and the rules and regulations of FERC thereunder, (iii) 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 (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of it 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 it of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder, except for the filing of the financing statements required hereunder, which filings have been duly made. It 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. 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 Buyer 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 . There is no litigation, action, suit or other legal or governmental proceeding pending, or to the best of its knowledge, 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.

(f)    Binding Effect . This Agreement and each other Transaction Document to which it is a party constitute its legal, valid and binding obligations, enforceable against it 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 it or any of its Affiliates to Buyer (or its assigns) (i) pursuant to any requirement of this Agreement or any of the other Transaction Documents or (ii) listed or described on Schedule A hereto, is or, when furnished 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 projections or forecasts provided to Buyer or its assigns are based on estimates and assumptions believed in good faith by Financing LLC 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 the Purchases 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 Finance LLC from Originator pursuant to the First Tier 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, Finance LLC 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 Finance LLC’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 transfer to Buyer (and Buyer shall acquire from it) legal and equitable title to, with the right to sell and encumber each Receivable existing or hereafter arising, together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Receivables, the Related Security and the Collections.

(k)    Places of Business etc . Its principal place of business, chief executive office, jurisdiction of formation and the office where it keeps all of its Records are located at the address(es) and in the jurisdictions listed on Exhibit II or such other locations of which Buyer and its assigns has been notified in accordance with Section 4.2(a) and where all action required by Section 4.2(a) has been taken and completed. Its Federal Employer Identification Number and the organizational identification number from its jurisdiction of formation are correctly set forth on Exhibit II . In the past five years, it has not used any company names, trade names or assumed names other than the name in which it has executed this Agreement.

(l)    Material Adverse Effect. Since the date of this Agreement, no event has occurred that would reasonably be expected to have a Material Adverse Effect.

(m)    Ownership of Buyer . Finance LLC owns, directly or indirectly, 100% of the issued and outstanding equity interests of Buyer, free and clear of any Adverse Claim. Such equity interests are validly issued, fully paid and nonassessable, and there are no outstanding options, warrants or other rights to acquire equity interests or securities of Buyer. Finance LLC has not Subsidiaries other than Buyer.

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

(o)    Compliance with Law . It 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.

(p)    Taxes . It 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.

(q)    Payments to Finance LLC, etc . With respect to each Receivable transferred to Finance LLC under the First Tier Sale Agreement, Finance LLC has given reasonably equivalent value to Originator in consideration therefor, and such transfer was not made for or on account of an antecedent debt. No transfer by Originator of any Receivable under the First 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. No transfer by Finance LLC of any Receivable under this 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.

(r)    Compliance with Representations . On and as of the date of each Purchase and on and as of each subsequent date any Receivable is purchased by it pursuant to the First Tier Sale Agreement, it hereby represents and warrants that all of the other representations and warranties set forth in this Article II are true and correct on and as of each such date (and after giving effect to all Receivables purchased on each such date) as though made on and as of each such date.

In addition to the representations and warranties set forth above in this Section 2.1 , Finance LLC acknowledges and agrees that Buyer and its assigns, as assignees of the First Tier Sale Agreement, have the benefit of the representations and warranties of Originator set forth therein.

Section 3.1.    Condition Precedent to Purchases . Buyer’s obligation to Purchase Receivables on any date shall be subject to the condition precedent that the Amortization Date shall not have occurred.

Section 4.1.    Affirmative Covenants of Finance LLC . Until the date on which this Agreement terminates in accordance with its terms, Finance LLC hereby covenants, as to itself, as set forth below:

(a)    Financial Reporting . It will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish to Buyer (and its assigns):

(i)    Annual Reporting . Within 120 days after the close of each of Finance LLC’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 Finance LLC as fairly presenting in all material respects the financial condition, results of operations and cash flows of Finance LLC 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 Finance LLC’s fiscal years, unaudited balance sheets of Finance LLC 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 Finance LLC for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Responsible Officer of Finance LLC as fairly presenting in all material respects the financial condition, results of operations and cash flows of Finance LLC in accordance with GAAP, subject to normal year-end adjustments and omission of footnote disclosure.

(b)    Notices . It will notify Buyer (and its assigns) in writing of or, if applicable, provide Buyer (and its assigns) copies of the following:

(i)    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 Buyer or the Program Agent, copies of the same.

(ii)    Other Information . Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or its ability to perform its obligations under this Agreement as Buyer (or its assigns) may from time to time reasonably request in order to protect the interests of Buyer (and its assigns) under or as contemplated by this Agreement.

(c)    It will notify Buyer 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)    Termination Events or Potential Termination Events . Promptly (and in any case within two Business Days) upon a Responsible Officer’s actual knowledge of each Termination Event and each Potential Termination Event, by a statement of one of its Responsible Officers.

(ii)    Judgment and Proceedings . The entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Finance LLC.

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

(iv)    Termination Date . The occurrence of the “Termination Date” under and as defined in the First Tier Sale Agreement.

(d)    Compliance with Laws and Preservation of Existence . It 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 limited liability company existence, rights, franchises and privileges in the jurisdiction o