Common use of Reporting Requirements Clause in Contracts

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the Lender: (a) As soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the Lender: (a) As soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.17.1

Reporting Requirements. The Borrower shall, unless Furnish to each Lender in the Lender shall otherwise consent manner prescribed in writing, furnish to the Lender:last paragraph of this subsection (h): (ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants said officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the related unaudited consolidating balance sheet of Securities and Exchange Commission for any year shall satisfy the Borrower and its Subsidiaries as of the end of Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (civ) Not later than sixty days following concurrently with the end delivery of each fiscal quarter the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the chief principal executive officer and the principal financial officer of the Borrower substantially (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the form application thereof has occurred since the date of Exhibit 6.1the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender: (ai) As as soon as available and in any event within sixty 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a Parent, the unaudited consolidated and consolidating balance sheet of the Borrower Parent and its the Subsidiaries as and the related unaudited consolidated statements of income and cash flows of the end of such quarter Parent and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the 3-month period then ended for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoParent; (bii) As as soon as available and in any event within ninety 90 days after the end of each fiscal year of the BorrowerParent, a copy of the annual report for such year for the Parent and its Subsidiaries, containing the audited consolidated balance sheet of the Borrower Parent and its the Subsidiaries as of the end of such each fiscal year end, and the related audited consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower Parent and its the Subsidiaries for such the fiscal yearyear then ended, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the Lender with no qualifications as to the scope of the audit; (iii) as soon as possible and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware any event within five days after the occurrence of any Default or each Event of Default known to a Borrower Party and if soeach event which, describing its nature, along with the related unaudited consolidating balance sheet giving of notice or lapse of time, or both, would constitute an Event of Default, continuing on the Borrower and its Subsidiaries as of the end date of such fiscal year and the unaudited consolidating statements statement, a statement of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or chief executive officer of the Borrower substantially in Party setting forth details of such Event of Default or event and the form action which the Borrower Party has taken and proposes to take with respect thereto; (iv) promptly after the sending or filing thereof, copies of Exhibit 6.1all reports which any of the Borrower Parties sends to any of its security holders, and copies of all reports and registration statements which the Parent files with the SEC or any national securities exchange; (v) promptly after the filing or receiving thereof, copies of all reports and notices which any of the Borrower Parties files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which any of the Borrower Parties receives from such entity; (vi) promptly after the commencement thereof, notice of all actions, suits and proceedings before any Government Authority, or arbitrations affecting the Borrower Parties which, if determined adversely to the Borrower Parties and their Subsidiaries could reasonably be expected to have a Material Adverse Effect on the Borrower Parties or their Subsidiaries; and (vii) such other information respecting the condition or operations, financial or otherwise, of any of the Borrower Parties as the Lender may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless Furnish to each of the Lender shall otherwise consent in writing, furnish to the LenderBanks: (ai) As as soon as possible and in any event within five days after the occurrence of each Event of Default or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, continuing on the date of such statement, a statement of an authorized financial officer of such Borrower setting forth the details of such Event of Default or event and the actions, if any, which such Borrower has taken and proposes to take with respect thereto; (ii) as soon as available and in any event within sixty not later than 60 days after the end of each of the first three quarters of each fiscal year of such Borrower, the Borrower and its Subsidiaries, (i) a consolidated and consolidating Consolidated balance sheet sheets of the such Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating the Consolidated statements of operations, income and cash flows and stockholders' equity of the such Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;and (biii) As as soon as available and in any event within ninety not later than 105 days after the end of each fiscal year of the such Borrower, the audited consolidated balance sheet a copy of the annual audit report for such year for such Borrower and its Subsidiaries, including therein Consolidated balance sheets of such Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the such Borrower and its Subsidiaries for such fiscal year, in each case accompanied prepared in accordance with generally accepted accounting principles and certified by Ernst & Young, LLP or other independent certified public accountants of recognized standing acceptable to the unqualified opinion Majority Banks, together with respect thereto a certificate of such accounting firm to the Banks (a) stating that, in the course of the Borrower's independent public accountants regular audit of the business of such Borrower and a certification its Subsidiaries, which audit was conducted by such accountants stating accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or an Event of Default or an event which, with notice or lapse of time or both, would constitute an Event of Default, has occurred and if sois continuing, describing its natureor if, along with in the related unaudited consolidating opinion of such accounting firm, an Event of Default or such an event has occurred and is continuing, a statement as to the nature thereof, and (b) showing in detail the calculations supporting such statement in respect of Section 5.02(b); provided, however, that in the case of NWP the primary audited financial statements required by this Section 5.01(b)(iii) may be presented on a historical cost basis, but such audited financial statements shall include, as additional information, on a push-down basis reflecting the purchase price of NWP paid by TWC, a Consolidated balance sheet sheet, a Consolidated statement of the Borrower income and a Consolidated cash flow statement of NWP and its Subsidiaries as of the end of such fiscal year and for the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such relevant fiscal year, all prepared in accordance with generally accepted accounting principles but excluding footnotes for the push-down financial statements; (civ) Not later than sixty days following such other information respecting the end business or properties, or the condition or operations, financial or otherwise, of each fiscal quarter a certificate signed by such Borrower or any of its material Subsidiaries as any Bank through the chief financial officer Agent may from time to time reasonably request; (v) promptly after the sending or filing thereof, copies of all proxy material, reports and other information which such Borrower sends to any of its security holders, and copies of all final reports and final registration statements which such Borrower or any material Subsidiary of such Borrower files with the Borrower substantially in the form of Exhibit 6.1Securities and Exchange Commission or any national securities exchange;

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the LenderLenders: (a) As soon as available and in any event within sixty forty-five days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;the (c) Not later than sixty forty-five days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1D hereto (the "Compliance Certificate"); (d) Not later than thirty days after the end of each fiscal year of the Borrower, the Borrower's representative forecast for the next fiscal year on a consolidated basis, including, at a minimum, projected statements of profit and loss and projected cash flow, prepared in accordance with generally accepted accounting principles consistently applied; (e) Promptly upon receipt thereof, one copy of each other report submitted to the Borrower or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary; (f) Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court, arbitration tribunal or governmental regulatory authority, commission, bureau, agency or public regulatory body that, if determined adversely to the Borrower or any Subsidiary of the Borrower, would be reasonably likely to have a material adverse effect on the consolidated financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole; (g) As soon as possible, and in any event within five days after the Borrower shall know of the occurrence of any Default or Event of Default, the written statement of the chief financial officer of the Borrower setting forth details of such Default or Event of Default and action that the Borrower proposes to take with respect thereto; (h) As soon as possible, and in any event within five days after the occurrence thereof, written notice as to any other event of which the Borrower becomes aware that with the passage of time, the giving of notice or otherwise, is reasonably likely to result in a material adverse change in the consolidated financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole; and

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a Altria, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower Altria and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower Altria and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of Altria; (ii) as soon as available and in any event within 100 days after the Borrower end of each fiscal year of Altria, a copy of the consolidated financial statements for such year for Altria and its Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors that, as having been prepared of the date of this Agreement, are one of the “big four” accounting firms); (iii) all reports that Altria sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the Securities and Exchange Commission) that Altria files with the Securities and Exchange Commission; (iv) as soon as possible and in accordance with generally accepted accounting principles consistently applied (subject to addition any event within five days after the occurrence of notes each Event of Default and ordinary year-end audit adjustments)each Default, together with continuing on the date of such statement, a certificate statement of the chief financial officer or treasurer of the Borrower stating that no Default or Altria setting forth details of such Event of Default has occurred and is continuing or, if a or Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Altria has taken and proposes to take with respect thereto; (bv) As soon as available and in any event within ninety 60 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter of Altria, a certificate signed by statement of the chief financial officer or treasurer of Altria certifying compliance with the Borrower substantially requirements of Section 5.01(b) and setting forth the relevant calculations; (vi) such other historical information respecting the condition or operations, financial or otherwise (including, but not limited to, information relating to “know your customer” requirements), of Altria or any Major Subsidiary as any Lender through JPMCB, as Administrative Agent, may from time to time reasonably request; and (vii) any change in the form information provided in the Beneficial Ownership Certification delivered to such Lenders that would result in a change to the list of Exhibit 6.1beneficial owners identified in such certification. In lieu of furnishing the Lenders the items referred to in clauses (i), (ii) and (iii) above, Altria may make such items available on the internet at ▇▇▇.▇▇▇▇▇▇.▇▇▇ (which website includes an option to subscribe to a free service alerting subscribers by e-mail of new Securities and Exchange Commission filings) or any successor or replacement website thereof, or by similar electronic means.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender: (ai) As as soon as available and in any event within sixty 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a Parent, the unaudited consolidated and consolidating balance sheet of the Borrower Parent and its Subsidiaries as and the related unaudited consolidated statements of income and cash flows of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower Parent and its Subsidiaries for the 3-month period then ended for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoParent; (bii) As as soon as available and in any event within ninety 90 days after the end of each fiscal year of the BorrowerParent, a copy of the annual report for such year for the Parent and its Subsidiaries, containing the audited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of such each fiscal year end, and the related audited consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower Parent and its Subsidiaries for such the fiscal yearyear then ended, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the Lender with no qualifications as to the scope of the audit; (iii) as soon as possible and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware any event within five days after the occurrence of any Default or each Event of Default known to a Borrower Party and if soeach event which, describing its nature, along with the related unaudited consolidating balance sheet giving of notice or lapse of time, or both, would constitute an Event of Default, continuing on the Borrower and its Subsidiaries as of the end date of such fiscal year and the unaudited consolidating statements statement, a statement of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or chief executive officer of such Borrower Party setting forth details of such Event of Default or event and the action which such Borrower Party has taken and proposes to take with respect thereto; (iv) promptly after the sending or filing thereof, copies of all reports which any of the Borrower substantially in Parties sends to any of its security holders, and copies of all reports and registration statements which the form Parent files with the SEC or any national securities exchange; (v) promptly after the filing or receiving thereof, copies of Exhibit 6.1all reports and notices which any of the Borrower Parties files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which any of the Borrower Parties receives from such entity; (vi) promptly after the commencement thereof, notice of all actions, suits and proceedings before any Government Authority, or arbitrations affecting the Borrower Parties which, if determined adversely to the Borrower Parties and their Subsidiaries could reasonably be expected to have a Material Adverse Effect on the Borrower Parties or their Subsidiaries; and (vii) such other information respecting the condition or operations, financial or otherwise, of any of the Borrower Parties as the Lender may from time to time reasonably request.

Reporting Requirements. The Borrower shallSo long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Lender Required Banks shall otherwise consent in writing, furnish provide to the LenderAdministrative Agent: (a) As as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Applicant, a consolidated and consolidating balance sheet of the Borrower Applicant and its consolidated Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Borrower Applicant as having been prepared fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with generally accepted accounting principles Agreement Accounting Principles consistently applied (subject to addition for purposes hereof delivery of notes the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and ordinary year-end audit adjustmentsconsolidated statements of income, retained earnings and cash flows), together with a certificate Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Borrower Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower Applicant has taken and proposes to take with respect thereto; (bc) As as soon as available possible and in any event within ninety five (5) days after the end occurrence of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if soeach Potential Default known to the Applicant, describing its nature, along with the related unaudited consolidating balance sheet a statement of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the form amount of Exhibit 6.1at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. The Borrower shall, unless From the Lender shall otherwise consent in writing, furnish Effective Date through the Term End Date (and for any period following the termination of this Agreement to the Lender: extent relating back to the Term), Seller shall provide to Buyer the following information (atogether, the “Annual GHG Reports”): On or before the fifth (5th) As soon as available and Business Day following Seller’s timely submission to the CARB (or any other authorized Governmental Authority having jurisdiction in any event within sixty days after the end of each California) of the first three quarters of each fiscal year CARB Mandatory GHG Emissions Annual Report, or such other annual report submitted to the CARB, detailing the Greenhouse Gas emissions of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries Generating Facility for the period commencing at applicable calendar year (as verified by an independent third party, if applicable) (the “CARB Annual Report”), Seller shall deliver such CARB Annual Report to Buyer; and To the extent not set forth in the CARB Annual Report (or if Seller is no longer required to submit the CARB Annual Report for any reason), then Seller shall submit to Buyer, along with the CARB Annual Report (or, if Seller is no longer required to submit the CARB Annual Report for any reason, then on the sixtieth (60th) Business Day following the end of the previous fiscal year applicable calendar year), the following information for the applicable calendar year, which, in each case, must be verifiable and ending with of settlement quality: (1) the end Useful Thermal Energy Output of such quarterthe Generating Facility; and (2) total fuel usage of the Generating Facility; and (3) the total amount of Greenhouse Gas emissions attributable to the Generating Facility, all in reasonable detail the electrical energy used to serve the Site Host Load, and duly certified the Useful Thermal Energy Output of the Generating Facility; and (4) the total electrical energy produced by the chief financial officer Generating Facility, the electrical energy used to serve the Site Host Load, and the electric energy delivered to Buyer; and (5) the number of Allowances (including Free Allowances) held or surrendered by Seller for such calendar year during any period where the Borrower as having been prepared ▇▇▇ Period Energy Price is calculated based on the GHG Floor Test. If Buyer requires any other information not delineated in Section 3(a) of this Exhibit S in order to comply with any Greenhouse Gas emissions reporting requirements adopted by the CARB or by any other Governmental Authority and imposed on Buyer (other than the information that Seller must provide in accordance with generally accepted accounting principles consistently applied (subject to addition Section 3(c) of notes and ordinary year-end audit adjustmentsthis Exhibit S), together then Buyer shall promptly meet and confer with the Trade Organizations regarding such other information that Buyer requires and negotiate in good faith to reach a certificate mutually acceptable agreement. ▇▇▇▇▇▇ agrees and acknowledges that it shall be bound by any agreement between Buyer and the Trade Organizations, in accordance with the foregoing. Buyer will review the Annual GHG Reports described in this Section 3 to determine if there is any discrepancy in the payments made by Buyer to Seller for GHG Compliance Costs during the course of the chief financial officer applicable calendar year. To the extent Buyer determines that there is any such discrepancy, (i) if Buyer owes Seller an additional payment for GHG Compliance Costs, then Buyer shall make such additional payment in a subsequent monthly payment to Seller under this Agreement, or (ii) if Seller owes Buyer a payment refund for GHG Compliance Costs, then Buyer shall offset such payment refund amount in a subsequent monthly payment to Seller under this Agreement. If this Agreement terminates before Buyer is able to make such additional payment for GHG Compliance Costs or offset such GHG Compliance Costs payment refund from Seller’s monthly payments, as applicable, then Buyer or Seller, as applicable, shall pay all remaining payment amounts due within the thirty- (30) day period after the termination of this Agreement. To the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action extent that the Borrower proposes to take information provided by the disclosing Party in accordance with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrowerthis Section 3 is Confidential Information, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of receiving Party shall treat such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along Confidential Information with the related unaudited consolidating balance sheet same degree of care that it currently treats the Borrower data and its Subsidiaries as of information provided by Qualifying Cogeneration Facilities under the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1existing Qualifying Cogeneration Facilities monitoring compliance program.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish to the Administrative Agent, with sufficient copies for each Lender, the following: (ai) As promptly and in any event within five Business Days after the occurrence of each Default or Unmatured Default, the statement of an authorized officer of the Borrower setting forth details of such Default or Unmatured Default (as the case may be) and the action that the Borrower has taken or proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end close of each of the first three quarters of in each fiscal year of the Borrower Borrower, copies of all reports on Form 10-Q filed with the Securities and its Subsidiaries, (i) Exchange Commission and, to the extent not provided in such reports, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements of operations, cash flows income and stockholders' equity changes in financial position of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief principal financial officer officer, the controller, the treasurer or any assistant treasurer of the Borrower as having been prepared in accordance on a basis consistent with generally accepted accounting principles consistently applied the most recent annual financial statements delivered pursuant to paragraph (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement iii) below except as to the nature thereof and the action that the Borrower proposes to take with respect theretodisclosed therein; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of Borrower’s Form 10-K as filed with the Securities and Exchange Commission including the annual report for such year for the Borrower and its Subsidiaries as Subsidiaries, and containing the financial statements for such year certified by Deloitte & Touche or other independent public accountants of nationally recognized standing; (iv) concurrently with the delivery of the end financial statements specified in paragraphs (ii) and (iii) above, a certificate of such fiscal year and the audited consolidated statements of operationsprincipal financial officer, cash flows and stockholders' equity the controller, the treasurer or an assistant treasurer of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto (a) stating whether he has any knowledge of the Borrower's independent public accountants and a certification by occurrence at any time prior to the date of such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware certificate of any Default or Event Unmatured Default not theretofore reported pursuant to the provisions of Default paragraph (i) of this Section except any such events that have been remedied, and if so, describing its naturestating the facts with respect thereto, along with and (b) setting forth in a true and correct manner the related unaudited consolidating balance sheet calculation of the Borrower ratio and its Subsidiaries amounts contemplated by Section 6.8 of this Agreement, as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity date of the Borrower and its Subsidiaries for most recent financial statements accompanying such fiscal yearcertificate, to show the Borrower’s compliance with or the status of the financial covenant contained in such Section; (cv) Not later promptly after the sending or filing thereof, copies of all reports on Form 8-K that the Borrower or any Subsidiary files with the Securities and Exchange Commission; (vi) as soon as possible and in any event (a) within 30 days after the Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan other than sixty a Multi-employer Plan has occurred and (b) within 10 days following after the end Borrower or any member of each fiscal quarter the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a certificate signed by statement of the chief principal financial officer of the Borrower substantially describing such Termination Event and the action, if any, that the Borrower or such member of the Controlled Group proposes to take with respect thereto; (vii) promptly and in any event no later than ten days after receipt thereof by the form Borrower or any member of Exhibit 6.1the Controlled Group from the PBGC, copies of each notice received by the Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; (viii) promptly and in any event no later than ten days after receipt thereof by the Borrower or any member of the Controlled Group from a Multi-employer Plan sponsor, a copy of each notice received by the Borrower or any member of the Controlled Group concerning the imposition or amount of complete or partial withdrawal liability pursuant to Section 4101 of ERISA; (ix) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange, as the Administrative Agent or any Lender may from time to time reasonably request; and (x) promptly and in any event within ten days after either ▇▇▇▇▇’▇ or S&P has changed its rating of any of the Index Debt, notice of such change. The Administrative Agent shall promptly furnish to each Lender a copy of each statement, report, notice or other document that the Administrative Agent receives from the Borrower pursuant to this Section 6.7.

Reporting Requirements. The Borrower shallFurnish, unless or cause to be furnished, to the Lender shall otherwise consent in writing, furnish to the Lenderfollowing: (ai) As promptly after becoming aware of the occurrence of any Event of Default with respect to the Borrower continuing on the date of such statement, the statement of an Authorized Officer of the Borrower setting forth details of such Event of Default and the action that the Borrower has taken or proposes to take with respect thereto; (ii) in the event that the Borrower is no longer required to comply with the Exchange Act, as soon as available and in any event within sixty 60 days after the end close of each of the first three quarters of in each fiscal year of the Borrower and its Subsidiaries, (i) a Borrower, consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity income of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or controller of the Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied (in the case of such statements that are unaudited, subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof adjustments and the action exclusion of detailed footnotes); (iii) in the event that the Borrower proposes is no longer required to take comply with respect thereto; (b) As the Exchange Act, as soon as available and in any event within ninety 180 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report for such year for the Borrower and its Subsidiaries as of the end of such fiscal year Subsidiaries, containing consolidated and the audited consolidated consolidating financial statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied year (which may contain a “going concern” or like qualification) certified by the unqualified opinion with respect thereto of the Borrower's PricewaterhouseCoopers LLP or other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing as fairly presenting, in making their auditall material respects, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet financial position of the Borrower and its Subsidiaries as of at the end of such fiscal year and the unaudited consolidating results of their operations and their cash flows for the two-year period ending as at the end of such year in conformity with GAAP; and (iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of operations, cash flows' and stockholders' equity the treasurer or controller of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following stating whether the end of each fiscal quarter a certificate signed by the chief financial officer Borrower has any knowledge of the Borrower substantially occurrence and continuance at the date of such certificate of any Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto. If any financial statements or report described in (ii) and (iii) above is due on a date that is not a Business Day, then such financial statements or report shall be delivered on the form of Exhibit 6.1next succeeding Business Day.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing(i) Prior to a Spin-Off, furnish to the LenderLenders: (aA) As as soon as available and in any event within sixty 90 days after the end of each of the first three quarters second fiscal quarter of each fiscal year of the Borrower and its Subsidiaries, (i) a PMI, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower PMI and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower PMI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of PMI; and (B) as soon as available and in any event within 120 days after the Borrower end of each fiscal year of PMI, a copy of the consolidated financial statements for such year for PMI and its Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as having been prepared of the date of this Agreement, are one of the “big four” accounting firms); or (ii) in accordance with generally accepted accounting principles consistently applied the event of a Spin-Off, furnish to the Lenders or make available on the internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (subject to addition of notes and ordinary year-end audit adjustmentsor any successor or replacement website thereof), together if such website includes an option to subscribe to a free service alerting subscribers by e-mail of new U.S. Securities and Exchange Commission filings, if available, or by similar electronic means: (A) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of PMI, an unaudited interim condensed consolidated balance sheet of PMI and its Subsidiaries as of the end of such quarter and unaudited interim condensed consolidated statements of earnings of PMI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of PMI; (B) as soon as available and in any event within 100 days after the end of each fiscal year of PMI, a certificate copy of the consolidated financial statements for such year for PMI and its Subsidiaries audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the date of this Agreement, are one of the “big four” accounting firms); and (C) all reports which PMI sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the U.S. Securities and Exchange Commission) which PMI files with the Securities and Exchange Commission; (iii) as soon as possible and in any event within five days after the occurrence of each Event of Default and each Default, continuing on the date of such statement, a statement of the chief financial officer or treasurer of the Borrower stating that no Default or PMI setting forth details of such Event of Default has occurred and is continuing or, if a or Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower which PMI has taken and proposes to take with respect thereto; (biv) As soon as available and in any event within ninety 60 days after the end of each fiscal year quarter of the BorrowerPMI, the audited consolidated balance sheet a statement of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or treasurer of PMI certifying compliance with the Borrower substantially in requirements of Section 5.1(b) and setting forth the form relevant calculations; and (v) such other historical information respecting the condition or operations, financial or otherwise, of Exhibit 6.1PMI or any Major Subsidiary as any Lender through the Facility Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender: (ai) As as soon as available and in any event no later than March 31st of each calendar year, beginning with calendar year 2019, the annual financial statements of the Borrower for the immediately preceding calendar year, containing a balance sheet of the Borrower as of the end of such preceding calendar year and statements of income, cash flow and contingent liabilities of the Borrower for such preceding calendar year, in a form reasonably satisfactory to the Lender, accompanied by a signed statement by the Borrower that such financial statements are complete and accurate in all material respects and fairly present the financial condition of the Borrower as of the date thereof; (ii) as soon as available and in any event within sixty the earlier of: (i) fifteen (15) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter filing thereof and (ii) consolidated October 30 of each calendar year, beginning with calendar year 2018 for the calendar year ending December 31, 2017, a true and consolidating complete copy of all Federal income tax returns filed by the Borrower and all schedules thereto, including, any applicable Schedule K-1; (iii) simultaneously with the delivery of each set of financial statements referred to in clause (i) above, a certificate (a “Compliance Certificate”) of operationsthe Loan Parties substantially in the form of Exhibit C attached hereto (with blanks appropriately completed in conformity herewith); (iv) as long as any shares of US Xpress owned by any Loan Party are held by the Transfer Agent, cash flows no later than Friday of each calendar week during the Unsecured Period, a statement from the Transfer Agent setting forth the amount of shares of US Xpress common stock held by the Transfer Agent in the name of each Loan Party as of a date less than seven (7) days prior to the date of such delivery; (v) as soon as possible and stockholders' equity in any event within five (5) days after the occurrence of each Default and Event of Default continuing on the date of such statement, a statement of an Authorized Person of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end setting forth details of such quarter, all in reasonable detail Default and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto;; and (bvi) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of such other information respecting the Borrower and its Subsidiaries each other Loan Party as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Lender may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender: (ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (iv) concurrently with the related unaudited consolidating balance sheet delivery of the financial statements referred to in clauses (ii) and (iii) above (each a “Report”), a certificate signed by the principal executive officer and the principal financial officer of the Borrower(each, a “Certifying Officer”) certifying that (i) each Certifying Officer has reviewed the Report; (ii) based on such Certifying Officer’s knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading; (iii) based on such Certifying Officer’s knowledge, the financial statements, and other financial information included in the Report, fairly represent in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries as of of, and for, the end of period presented in the Report; (iv) such fiscal year Certifying Officer and the unaudited consolidating statements of operations, cash flows' other Certifying Officer (A) are responsible for establishing and stockholders' equity of maintaining internal controls; (B) have designed such internal controls to ensure that material information relating to the Borrower and its Subsidiaries is made known to such officers by others within the entities, particularly during the period in which the periodic reports are being prepared; (C) have evaluated the effectiveness of the internal controls of the Borrower as of a date within 90 days prior to the Report; and (D) have presented in the Report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date; (v) such Certifying Officer and the other Certifying Officer have disclosed to the auditors and the audit committee of the Board of Directors of the Borrower (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the ability of the Borrower to record, process, summarize, and report financial data and have identified for the Borrower’s auditors any material weakness in internal controls; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Borrower; and (vi) such fiscal year; (c) Not later than sixty days following Certifying Officer and the end other Certifying Officer have indicated in the Report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls or in other factors that could significantly affect internal controls subsequent to the date of each fiscal quarter a their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Furthermore, such certificate signed by the chief Certifying Officers shall (i) certify as to whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) set forth in reasonable detail calculations demonstrating compliance with Section 5.02(i) and (iii) state whether any change in GAAP or the application thereof has occurred since the date of the audited financial officer statements referred to in Section 4.01 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower substantially or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $250,000 pursuant to Section 4202 of ERISA in respect of which the form Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after the Borrower becomes aware of Exhibit 6.1the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.01(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.04(c); (ix) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and (x) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or any Lender through the Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Deliver to the Administrative Agent (with sufficient copies for distribution to each Lender:): (a) As as soon as available and available, but in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety 90 days after the end of each fiscal year of the Borrower, the audited a consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year year, and the audited related consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, audited and accompanied by a report and opinion of Ernst & Young LLP, Deloitte & Touche USA LLP, PricewaterhouseCoopers LLP, KPMG LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the unqualified Required Lenders, which report and opinion shall be prepared in accordance with respect thereto GAAP and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any going concern qualification; (b) as soon as available, but in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower's independent public accountants and , a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year quarter, and the unaudited consolidating related consolidated statements of operationsincome for such fiscal quarter and cash flows for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter or portion of the Borrower’s fiscal year then ended of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows' and stockholders' equity flows of the Borrower and its Subsidiaries for such fiscal in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) Not later than sixty days following promptly after the end sending or filing thereof, copies of each fiscal quarter all material reports which the Borrower sends to its stockholders generally, and copies of all reports and registration statements which the Borrower or any Restricted Subsidiary files with the Securities and Exchange Commission or any national securities exchange; provided that the Borrower shall not be required to furnish copies of registration statements filed on Form S-8, Form 144 or Forms 3, 4 or 5, or exhibits to the reports and registration statements referred to in this subsection (c); (d) promptly subsequent to the rendering thereof and, upon a certificate signed Responsible Officer becoming aware thereof, notice of the rendering against the Borrower or any Restricted Subsidiary of any final judgment or order for the payment of money in excess of $100,000,000 (or its equivalent in another applicable currency), together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto; (e) promptly, notice of any Event of Default or any Default hereunder, together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto; (f) promptly, notice of the occurrence of any ERISA Event that has resulted in or could reasonably be expected to result in a Material Adverse Effect; together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto; (g) promptly, of any announcement by ▇▇▇▇▇’▇, S&P or Fitch of any downgrade or possible downgrade in a Senior Debt Rating; and (h) such other information respecting the chief conditions or operations, financial officer or otherwise, of the Borrower substantially or any of its Subsidiaries as any Lender, through the Administrative Agent, may from time to time reasonably request and subject to restrictions imposed by applicable security clearance regulations, provided, however, that the Borrower shall only be required to use its commercially reasonable efforts with respect to requests for information regarding Unrestricted Subsidiaries. Reports required to be delivered pursuant to Sections 6.01(a), (b) or (c) shall be deemed to have been delivered on the date on which the Borrower posts such reports on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 hereof or when such report is posted on the Securities and Exchange Commission’s website at ▇▇▇.▇▇▇.▇▇▇; provided that (x) the Borrower shall deliver paper copies of such reports to the Administrative Agent upon request or to any Lender who requests the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (y) the Borrower shall, on or before the required delivery date, notify by facsimile or electronic mail (unless requested by such Person to provide paper copies of any such notice) the Administrative Agent and each Lender of the posting of any such reports. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the reports referred to above, and in any event shall have no responsibility to monitor compliance by the form Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of Exhibit 6.1such reports.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty 50 days after the end of each of the first three quarters of Quarters in each fiscal year of year, the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter Quarter and their consolidated income and cash flow statements for such Quarter and for the fiscal year to date, certified by an Authorized Officer; (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety 95 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report on Form 10-K for such year for the Borrower and its Subsidiaries Subsidiaries, containing financial statements for such year certified in a manner acceptable to the Requisite Lenders by KPMG Peat Marwick or other independent public accountants acceptable to the Requisite Lenders; (iii) as soon as possible and in any event within 10 Business Days after becoming aware of any (A) Change of Control or (B) Event of Default or Potential Default continuing on the date of such statement, a statement of an Authorized Officer or the office of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity General Counsel of the Borrower and its Subsidiaries for setting forth details of such fiscal year, in each case accompanied by the unqualified opinion with respect thereto Change of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default Control or Event of Default or Potential Default, as the case may be, and if sothe action which the Borrower has taken and proposes to take with respect thereto; (iv) promptly after the filing thereof, describing its nature, along copies of all reports and all registration statements for the sale of newly issued stock filed with the related unaudited consolidating balance sheet Securities and Exchange Commission or any national securities exchange; (v) notice when, but in no event later than ten days after, it becomes aware of any Material Environmental Claim or the presence of any Hazardous Material in, on or under any of its property that is likely to prohibit or restrict materially the occupancy, transferability or use of such property under any Environmental Laws; (vi) notice upon, but in no event later than ten days after, the occurrence of any ERISA Event affecting the Borrower or any ERISA Affiliate, together with (A) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (B) any notice delivered by the PBGC to the Borrower or any ERISA Affiliate with respect to such ERISA Event; (vii) concurrently with the delivery of the Borrower financial statements referred to in clause (i) and its Subsidiaries (ii) above, a compliance certificate of an Authorized Officer in substantially the form of Exhibit E-1 (A) stating that, to the best of such officer's knowledge, the Borrower, during such period, has observed or performed all covenants and agreements and satisfied all conditions required under this Agreement to be observed, performed or satisfied by it, and that such officer has obtained no knowledge of any Event of Default or Potential Default except as specified in such certificate, (B) showing in detail the calculations supporting such statement in respect of Section 5.01, and (C) setting forth, and showing in detail the calculations supporting, the Pricing Ratio determined as of the end of most recent Pricing Test Date in the period covered by such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearcertificate; (cviii) Not later than sixty within 50 days following after the end of each fiscal quarter Quarter, a certificate signed Pricing Certificate setting forth the Pricing Ratio as calculated as of the last day of such Quarter; (ix) prior to the consummation of any acquisition of a Health Care Company or Health Care Facility for aggregate consideration of $50,000,000 or more, a term sheet describing such acquisition; provided that the Borrower shall not be required to deliver a term sheet hereunder with respect to the First American Merger; and promptly, and in any case within 10 Business Days of any such request, any additional information relating to such acquisition reasonably requested by the chief financial officer Agent or the Requisite Lenders; (x) prior to the consummation of the Borrower substantially in the form any acquisition of Exhibit 6.1a Health Care Company or Health Care Facility for which a pro forma calculation of the

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender: (a) As (i) as soon as available and in any event within sixty 60 days after the end of each fiscal year of the first three quarters Borrowers, the following financial statements and (ii) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower Borrowers, the following financial statements accompanied by an opinion thereon acceptable to the Lender by an independent accountant of national standing selected by the Borrowers and its Subsidiaries, (i) acceptable to the Lender: a consolidated and consolidating balance sheet of the Borrower Borrowers and its their Consolidated Subsidiaries as of the end of such quarter fiscal year and (ii) a consolidated income statement and consolidating statements statement of operations, cash flows flow and statement of changes in stockholders' equity of the Borrower Borrowers and its their Consolidated Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the respective consolidated figures for the corresponding date and period in the prior fiscal year and all prepared in accordance with GAAP; (b) as soon as available and in any event within 7 days after the end of each month of each fiscal year of the Borrowers, a consolidated balance sheet of the Borrowers and their Consolidated Subsidiaries as of the end of such month and a consolidated income statement and statement of cash flow and statement of changes in stockholders' equity, of the Borrowers and their Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quartermonth, all in reasonable detail and duly stating in comparative form the respective consolidated figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with GAAP and certified by either the chief financial officer or the chief accounting officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied Borrowers (subject to addition of notes and ordinary year-end audit adjustments); (c) on or before June 26, 1998, financial and cash flow projections, in form and substance satisfactory to the Lender, which may be the Budget, for the period ending September 25, 1998, with weekly (provided by the close of business each Monday) compliance updates showing actual sources and uses and line item and backup compliance with the Budget for the prior week; (d) promptly upon receipt by Borrowers, but in any event no later than 24 hours thereafter, copies of all consultants' reports, investment bankers' reports, accountants' management letters, business plans and similar documents. The Borrowers shall not be obligated to provide copies of any such documents, however, which are subject to any privilege and as to which disclosure to the Lender would cause such privilege to be waived, but if the Borrowers claim that any document is so privileged, they shall promptly provide the Lender with a letter describing the document and stating the basis for such claim of privilege; (e) copies of all proposed pleadings, motions, applications, financial information and other papers and documents to be filed or received by the Borrowers in the Chapter 11 Cases pertaining to the Loans, the Disclosure Statement or the Chapter 11 Plan, with sufficient time to permit review by Lender; (f) promptly upon their becoming available, but in any event no later than 24 hours thereafter, copies of all (i) reports, financial statements or other information delivered by the Borrowers to their shareholders generally or to the members of any creditors' committee appointed in the Chapter 11 Cases, (ii) reports, proxy statements, financial statements and other information generally distributed by the Borrowers to their creditors or the financial community in general and (iii) audit or other reports submitted to the Borrowers by independent accountants in connection with any annual, interim or special audit of the Borrowers; (g) promptly upon becoming aware of any Event of Default or Default, notice thereof, together with a certificate written statement of the chief financial officer or the chief accounting officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to Borrowers setting forth the nature details thereof and the any action that the Borrower proposes to take with respect theretothereto taken or contemplated to be taken by the Borrowers; (bh) As soon as available and promptly upon becoming aware thereof, but in any event within ninety days no later than 24 hours after Borrowers learn of such event, notice of any event which the end of each fiscal year Borrowers believe in good faith is reasonably likely to have, or actually has had, a material effect on the condition (financial or otherwise), business, operation or prospects of the Borrower, the audited consolidated balance sheet Borrowers or any of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearSubsidiaries; (ci) Not later than sixty days following promptly upon Borrowers becoming aware of such proceedings, notice of all legal and arbitral proceedings, and of all proceedings by or before any governmental or regulatory authority or agency, and any material development in respect of such legal or other proceedings, against or affecting the end Borrowers or any of each fiscal quarter a certificate signed by their Subsidiaries; and (j) such other information and in such form as the chief financial officer of Lender may reasonably request, such as ad hoc intra-week or daily requests for the Borrower substantially in the form of Exhibit 6.1Borrowers' line item cash position, cash flow forecasts or current payables or balance sheet information from time to time.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender: (ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of income, consolidated operations, consolidated retained earnings and consolidated cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the Borrower's Quarterly Report on Form 10-Q for such quarter shall be deemed to satisfy such financial statement delivery requirements; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of consolidated operations, consolidated retained earnings and consolidated cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case accompanied in reasonable detail and duly certified by the unqualified opinion a Senior Financial Officer as having been prepared in accordance (in all material respects) with respect thereto generally accepted accounting principles, together with a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the related unaudited consolidating balance sheet Borrower's Annual Report on Form 10-K (containing such statements) or Current Report on Form 8-K (containing such statements) for such year shall be deemed to satisfy such financial statement delivery requirements; (iv) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower and its Subsidiaries as or any ERISA Affiliate of the end Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such fiscal year ERISA Event and the unaudited consolidating action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (v) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC, copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vi) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $25,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (vii) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.01(d) or (B) for which the Administrative Agent and the Lenders will be entitled to indemnity under Section 8.04(c); (viii) promptly after the sending or filing thereof, copies of all such information statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements (other than registration statements related to employee benefits plans) and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; (ix) such information concerning the Borrower's Year 2000 Programs as the Administrative Agent may reasonably request; and (x) promptly after requested, such other information respecting the business, properties, results of operations, cash flows' and stockholders' equity prospects, revenues, condition or operations, financial or otherwise, of the Borrower and or any of its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end including, but not limited to, copies of each fiscal quarter a certificate signed by Schedule B (Actuarial Information) to the chief financial officer of annual report (Form 5500 Series) filed with the Borrower substantially in Internal Revenue Service) as the form of Exhibit 6.1Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish to the Lender: (ai) As as soon as available and available, but in any event within sixty 90 days after the end of each fiscal year of Borrower, a balance sheet of Borrower as at the end of such fiscal year, and the related statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to Lender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (ii) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal quarter, and the related statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at portion of Borrower’s fiscal year then ended, setting forth in each case in comparative form the end figures for the corresponding fiscal quarter of the previous fiscal year and ending with the end corresponding portion of such quarterthe previous fiscal year, all in reasonable detail and duly detail, certified by the chief financial officer a Responsible Officer of the Borrower as having been prepared fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Borrower in accordance with generally accepted accounting principles consistently applied (GAAP, subject only to addition of notes and ordinary normal year-end audit adjustments)adjustments and the absence of footnotes; (iii) concurrently with the delivery of the financial statements referred to in clause (i) and (ii) above, a duly completed Compliance Certificate signed by a Responsible Officer of Borrower; (iv) as soon as possible and in any event within three (3) Business Days after Borrower obtains knowledge of the occurrence of (x) any Event of Default or Default or (y) any actual or threatened litigation or other event which, if adversely determined to Borrower, could reasonably be likely to result in a Material Adverse Effect, notice of such Event of Default, Default, litigation or other event, as applicable, together with a certificate statement of a Responsible Officer of Borrower setting forth the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature details thereof and the action that the which Borrower has taken and proposes to take with respect thereto; (bv) As soon as available and in any event copies of all general communications delivered by Borrower to its shareholders within ninety days after the end of each fiscal year five (5) Business Days of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of day such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for communications were first delivered to such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearshareholders; (cvi) Not later than sixty days following within five (5) Business Days of delivery, copies of all material written communications between Borrower and SINA (for purposes hereof, “material” shall mean material to this Agreement, the end Collateral or any Facility Document); and (vii) promptly after request therefor, such other business and financial information respecting the condition or operations, financial or otherwise, of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1as Lender may from time to time reasonably request.

Reporting Requirements. The Borrower shallwill deliver, unless or cause to be delivered, to the Lender each of the following, which shall otherwise consent be in writing, furnish form and detail acceptable to the Lender: (a) As as soon as available available, and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety 90 days after the end of each fiscal year of the Borrower, the Borrower's consolidating and consolidated audited consolidated balance sheet financial statements with the unqualified opinion of independent certified public accountants selected by the Borrower and its Subsidiaries acceptable to the Lender, which annual financial statements shall include the Borrower's balance sheet as of the end of such fiscal year and the audited consolidated related statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants income, retained earnings and cash flows for the fiscal year then ended, prepared, if the Lender so requests, on a certification consolidating and consolidated basis to include any Subsidiaries, all in reasonable detail and prepared in accordance with GAAP, together with (i) copies of all management letters prepared by such accountants accountants; and (ii) a certificate of Borrower's chief financial officer stating that they such financial statements have reviewed this Agreement been prepared in accordance with GAAP and whether, in making their audit, they have become aware whether or not such officer has knowledge of the occurrence of any Default or Event of Default and hereunder and, if so, describing its naturestating in reasonable detail the facts with respect thereto; (b) as soon as available and in any event within 45 days after the end of each fiscal quarter, along with the related a consolidating and consolidated unaudited consolidating balance sheet and statements of income and retained earnings of the Borrower and its Subsidiaries as of at the end of and for such fiscal quarter and for the year to date period then ended, prepared, on a consolidating and consolidated basis to include any Subsidiaries, in reasonable detail and stating in comparative form the unaudited consolidating figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP, subject to year-end audit adjustments; and accompanied by a certificate of Borrower's chief financial officer, substantially in the form of EXHIBIT B hereto stating (i) that such financial statements of operationshave been prepared in accordance with GAAP, cash flows' subject to year-end audit adjustments, and stockholders' equity (ii) whether or not such officer has knowledge of the Borrower occurrence of any Default or Event of Default hereunder not theretofore reported and its Subsidiaries for such fiscal yearremedied and, if so, stating in reasonable detail the facts with respect thereto; (c) Not immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the Borrower of the type described in Section 5.12 or which seek a monetary recovery against the Borrower in excess of One Hundred Thousand Dollars ($100,000.00); (d) as promptly as practicable (but in any event not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial five business days) after an officer of the Borrower substantially obtains knowledge of the occurrence of any breach, default or event of default under any Security Document or any event which constitutes a Default or Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of the Borrower of the steps being taken by the Borrower to cure the effect of such breach, default or event; (e) as soon as possible and in any event within 30 days after the form Borrower knows or has reason to know that any Reportable Event with respect to any Plan has occurred, the statement of Exhibit 6.1the Borrower's chief financial officer setting forth details as to such Reportable Event and the action which the Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event to the Pension Benefit Guaranty Corporation; (f) as soon as possible, and in any event within 10 days after the Borrower fails to make any quarterly contribution required with respect to any Plan under Section 412(m) of the Internal Revenue Code of 1986, as amended, the statement of the Borrower's chief financial officer setting forth details as to such failure and the action which the Borrower proposes to take with respect thereto, together with a copy of any notice of such failure required to be provided to the Pension Benefit Guaranty Corporation; (g) promptly upon knowledge thereof, notice of any loss of or material damage to any Collateral or other collateral covered by the Security Documents or of any substantial adverse change in any Collateral or such other collateral or the prospect of payment thereof; (h) promptly upon their distribution, copies of all financial statements, reports and proxy statements which the Borrower shall have sent to its stockholders; (i) promptly after the sending or filing thereof, copies of all regular and periodic reports which the Borrower shall file with the Securities and Exchange Commission or any national securities exchange; (j) promptly upon knowledge thereof, notice of the Borrower's violation of any law, rule or regulation, the non-compliance with which could materially and adversely affect the Borrower's business or its financial condition; and (k) from time to time, with reasonable promptness, any and all purchase agreements entered into by Borrower (whether as buyer or seller), Motor Vehicle certificates of title, Motor Vehicle lien releases, copies of checks or drafts for Motor Vehicle purchases, receivables schedules, collection reports, deposit records, equipment schedules, copies of invoices to account debtors, shipment documents and delivery receipts for goods sold, and such other material, reports, records or information as the Lender may request.

Reporting Requirements. The Borrower shall, unless will provide the Lender shall otherwise consent in writing, furnish following to the Lender: (ai) As soon as available and in any event within sixty the earlier of two weeks following completion or 270 calendar days after fiscal year end, or, if the end of each audited financial statements of the first three quarters City of each Angleton and the City of Tomball (or alternatively the audited financial statements of the Angleton Public Improvement District and the Tomball Public Improvement Districts, respectively, if separately prepared) are not available within 270 calendar days after fiscal year end, within the two weeks following completion of such audited financial statements, the audited financial statements of the City of Angleton and the City of Tomball (or alternatively the audited financial statements of the Angleton Public Improvement District and the Tomball Public Improvement Districts, respectively, if separately prepared), (B) an annually updated special assessment plan for the Angleton Public Improvement District and the Tomball Public Improvement Districts, and (C), upon request of the Lender, a certification from an Authorized Officer of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of addressed to the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower Lender stating that no Default or Event of Default has occurred and is continuing or, if (1) neither a Default or nor an Event of Default has occurred which was continuing at the end of such Fiscal Year or on the date of such certification, or, if such an event has occurred and is continuingwas continuing at the end of such Fiscal Year or on the date of such certification, a statement as to indicating the nature thereof of such event and the action that which the Borrower proposes to take with respect theretothereto and (2) the representations and warranties of the Borrower contained in this Agreement and in each of the other Related Documents are true and correct on and as of the date of such certification as though made on and as of such date; (bii) As within thirty (30) days of fiscal year end (A) the annual budget of the Angleton Public Improvement District and the Tomball Public Improvement Districts, (B) the Annual Certification of Assessed Value for the Angleton Public Improvement District and the Tomball Public Improvement Districts, and (c) a parcel listing of all completed homes with the Angleton Public Improvement District and the Tomball Public Improvement Districts; (iii) promptly after process has been served on the Borrower, the Borrower will provide to the Lender written notice of any action, suit or proceeding before any court or other Governmental Authority in which there is a reasonable probability of an adverse decision which could (A) materially adversely affect the ability of the Borrower to perform its obligations hereunder or under this Agreement or any other Related Document or (B) draw into question the validity or enforceability of this Agreement, the Note or any other Related Document; (iv) as soon as available and in possible after the Borrower acquires knowledge of the occurrence of any event within ninety days after which, in the end of each fiscal year reasonable judgment of the Borrower, could reasonably be expected to have a Material Adverse Effect on the audited consolidated balance sheet ability of the Borrower and to perform its Subsidiaries as of obligations under this Agreement, the end of Note or under any other Related Document, the Borrower will provide written notice thereof to the Lender; (v) the Borrower shall provide the Lender, from time to time, such fiscal year and additional information regarding the audited consolidated statements of financial position, operations, cash flows and stockholders' equity business or prospects of the Borrower and its Subsidiaries for such fiscal year, as may be in each case accompanied by the unqualified opinion with respect thereto possession of the Borrower's independent public accountants and a certification by , to the extent such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with information is related to the related unaudited consolidating balance sheet of Reimbursements as the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;Lender may reasonably request; and (cvi) Not later than sixty days following the end of each fiscal quarter a certificate signed such other reasonable financial information requested by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Lender.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderAdministrative Agent: (ai) As soon as available and in any event within sixty not later than 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a Borrower, the consolidated and consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of at the end of such quarter and (ii) the consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to normal year-end adjustments) by the chief financial officer a Responsible Officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition GAAP and fairly presenting the financial condition, results of notes operations, Shareholders’ Equity and ordinary year-end audit adjustments), the cash flows of the Borrower and its Subsidiaries in accordance with GAAP together with (A) a certificate of the chief financial said officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect theretothereto and (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.03, including a reconciliation in reasonable detail of the effect on Consolidated EBITDA of non-cash estimated project losses (including non-extraordinary items) and cash payments related thereto and the effect of excluding entities excluded because of the last sentence of Section 1.03(a) with respect to FIN 46R, on the computation of compliance with the covenants contained in Section 5.03; (bii) As soon as available and in any event within ninety not later than 90 days after the end of each fiscal year of the Borrower, copies of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, in each case accompanied by an opinion as to such audit report of KPMG LLP or other independent public accountants of recognized standing acceptable to the unqualified opinion Required Banks certified in a manner to which the Administrative Agent has not objected, together with a certificate of a Responsible Officer of the Borrower (A) as to compliance with the terms of this Agreement, (B) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (C) setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03 and reconciling in reasonable detail the effect of excluding entities excluded because of the Borrower's independent public accountants last sentence of Section 1.03(a) with respect to FIN 46R, on the computation of compliance with the covenants contained in Section 5.03; (iii) as soon as possible, and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware any event within five days after any Responsible Officer has obtained knowledge of the occurrence of any Default or Event of Default, written notice thereof setting forth details of such Default or Event of Default and the actions that the Borrower has taken and proposes to take with respect thereto; (iv) if so, describing its nature, along with the related unaudited consolidating balance sheet Indebtedness of the Borrower becomes rated by ▇▇▇▇▇’▇ or S&P, promptly upon the Borrower obtaining knowledge thereof, notice of any withdrawal or change or proposed withdrawal or change of the rating of any of the Borrower’s Indebtedness by ▇▇▇▇▇’▇ or S&P; (v) promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its holders of common stock; (vi) promptly, and in any event within 10 Business Days, after a Responsible Officer has obtained knowledge of the commencement or occurrence thereof, notice of (A) any action, suit, investigation, litigation or proceeding before any Governmental Authority affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(j) which could reasonably be expected to have a Material Adverse Effect; and (B) any other matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (vii) in addition to any information, records, reports, notices, or other documents required to be provided under subsections (A) through (D) below, any information provided by a Loan Party pursuant to this provision will include a written statement setting forth details as to such ERISA Event and the action, if any, that each Loan Party and its Subsidiaries as ERISA Affiliates propose to take with respect thereto. (A) Within 10 Business Days after any Loan Party knows or has reason to know that any ERISA Event has occurred which is reasonably likely to result in liability to the Loan Party in excess of the end $25,000,000, a statement of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity a Responsible Officer of the Borrower describing such ERISA Event and its Subsidiaries for the action, if any, that such fiscal year;Loan Party or ERISA Affiliate has taken and proposes to take with respect thereto and (II) on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to ERISA, a copy of such records, documents and information. (cB) Not later than sixty days following Within 10 Business Days after receipt thereof by any Loan Party or any ERISA Affiliate from the end sponsor of a Multiemployer Plan, copies of each fiscal quarter notice concerning (1) the imposition of Withdrawal Liability by any such Multiemployer Plan, (2) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan, if the amount of liability incurred, or that may be incurred, by such Loan Party in connection with any event described in clause (1) or (2) is reasonably likely to be in excess of $25,000,000. (C) Within 10 Business days after receipt thereof by any Loan Party or any ERISA Affiliate, copies of each notice from the PBGC of its intention to seek termination of any Plan or of the appointment of a certificate signed trustee thereunder, which in either case is reasonably likely to result in liability to such Loan Party in excess of $25,000,000. (D) Within 10 Business Days of the occurrence of any event affecting any Plan which could result in the incurrence by any Loan Party or any ERISA Affiliate of any liability incurred, or that may be incurred, by any Loan Party under any post-retirement Welfare Plan that is reasonably likely to be in excess of $25,000,000, copies of all notices related thereto. (viii) such other information as any Bank through the Administrative Agent may from time to time reasonably request. Information required to be delivered pursuant to Section 5.01(d)(i) or Section 5.01(d)(ii) shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the chief financial officer Banks without charge; provided that the Borrower shall deliver paper copies of the information referred to in such Sections to the Administrative Agent for distribution to (x) any Bank to which the above referenced websites are for any reason not available if such Bank has so notified the Borrower substantially and (y) any Bank that has notified the Borrower that it desires paper copies of all such information; provided further that the Administrative Agent shall notify the Banks as provided in Section 8.02 of any materials delivered pursuant to this Section 5.01(d) (other than clause (v) hereof). Information required to be delivered pursuant to Section 5.01(d)(v) shall be deemed to have been delivered on the date when posted on a website as provided in the form of Exhibit 6.1preceding sentence.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Administrative Agent (which will distribute to each Lender:): (ai) As as soon as available and in any event within sixty 50 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a Subsidiaries and 90 days after the end of the fourth fiscal quarter of the Borrower and its Subsidiaries commencing with the first fiscal quarter of the Borrower and its Subsidiaries ending after the Restatement Effective Date, consolidated balance sheets, consolidated statements of operations and consolidating balance sheet retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Parent as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated the results of operations and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the period commencing most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Administrative Agent, subject to normal year‑end adjustments; provided that to the extent GAAP requires the MLP and its subsidiaries to be consolidated with the Borrower and its Subsidiaries, the stand‑alone consolidated financial statements of the MLP and its Subsidiaries for the first three (3) fiscal quarters of the MLP shall be delivered within 55 days after the end of such fiscal quarters and within 95 days after the end of the fourth fiscal quarter of the MLP; (ii) as soon as available, and in any event within 90 days after the end of each Fiscal Year of the Borrower and its Subsidiaries, consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the previous fiscal year and ending with corresponding figures for the end of such quarterimmediately preceding Fiscal Year, all in reasonable detail and duly certified prepared in accordance with GAAP, and accompanied by the chief financial officer of the Borrower as having been a report and an unqualified opinion, prepared in accordance with generally accepted accounting principles consistently applied auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and reasonably satisfactory to the Administrative Agent (subject which opinion shall be without (A) a going concern or like qualification or exception, (B) any qualification or exception as to addition the scope of notes such audit, or (C) any qualification that relates to the treatment or classification of any item and ordinary year-end audit adjustmentswhich, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.03); (A) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i) and (ii) of this Section 6.01(a), together with a certificate of an Authorized Officer of the chief Borrower in the form of Exhibit E (1) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action that the Borrower and its Subsidiaries propose to take or have taken with respect thereto and (2) attaching a schedule showing all Dispositions subject to Section 6.02(c)(ii)(I) during such period and since the Restatement Effective Date and the calculations specified in Section 6.02(f) (for fiscal year end reporting only) and Section 6.03(b); (B) as soon as available and in any event within ten (10) days after the end of each calendar month at any time that the Test Period is a calendar month, (or within five (5) Business Days after each Friday at any time that the Test Period is a calendar week), a certificate of an authorized officer of the Borrower in the form of Exhibit E (A) stating that no Default or Event of Default has occurred and is continuing during the relevant Test Period, or, if a Default or Event of Default exists, a detailed description of the Default or Event of Default and all actions the Borrower and its Subsidiaries propose to take or have taken with respect thereto, and (B) showing the Borrower’s compliance with the covenants set forth in Sections 6.03(a) and (c), as applicable; and (iv) as soon as available and in any event not later than 60 days after the end of each Fiscal Year, financial projections consisting of consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries, prepared on a quarterly basis and otherwise in form and substance satisfactory to the Administrative Agent, for the immediately succeeding Fiscal Year for the Borrower and its Subsidiaries and prepared on an annual basis for the next two (2) Fiscal Years thereafter, all such financial projections to be reasonable, to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower; (v) promptly after submission to any Governmental Authority, all material documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party; (vi) as soon as possible, and in any event within three (3) Business Days after the occurrence of an Event of Default has occurred and is continuingor Default or the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development having a statement as to the nature thereof Material Adverse Effect and the action that the Borrower affected Loan Party proposes to take with respect thereto; (bvii) As (A) as soon as available possible and in any event within ninety 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know (1) that any Reportable Event with respect to any Employee Plan has occurred, (2) that any other Termination Event with respect to any Employee Plan has occurred, or (3) that the failure to meet the minimum funding standards of Section 412 of the Code or that an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, that such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within three (3) days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within ten (10) days after the end filing thereof with the Internal Revenue Service if requested by the Administrative Agent or any Lender, copies of each fiscal year Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the BorrowerInternal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within three (3) days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the audited consolidated balance sheet PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the Borrower imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and its Subsidiaries (F) promptly and in any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate thereof; (viii) promptly after the end commencement thereof but in any event not later than five (5) days after service of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion process with respect thereto on, or the obtaining of the Borrower's independent public accountants and knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which could reasonably be expected to have a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearMaterial Adverse Effect; (cix) Not later than sixty days following promptly after the end sending or filing thereof, copies of each fiscal quarter a certificate signed all statements, reports and other information any Loan Party sends to any holders of its Indebtedness or its securities or files with the SEC or any national (domestic or foreign) securities exchange; (x) promptly upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to any Loan Party by the chief financial officer its auditors in connection with any annual or interim audit of the Borrower substantially in books thereof; and (xi) promptly upon request, such other information concerning the form condition or operations, financial or otherwise, of Exhibit 6.1any Loan Party as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty 5 days after the end of each of due date for the Borrower to have filed its Quarterly Report on Form 10-Q with the Commission for the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a year, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter and, in the case of such statement of earnings, for such fiscal quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoBorrower; (bii) As as soon as available and in any event within ninety 15 days after the end of due date for the Borrower to have filed its Annual Report on Form 10-K with the Commission for each fiscal year year, a copy of the Borrower, the audited consolidated balance sheet of financial statements for such year for the Borrower and its Subsidiaries Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the end date of such fiscal year this Agreement, are one of the “big four” accounting firms); (iii) all reports which the Borrower sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the audited consolidated statements of operations, cash flows Commission) which the Borrower files with the Commission; (iv) as soon as possible and stockholders' equity in any event within five days after any officer of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto obtains knowledge of the Borrower's independent public accountants and occurrence of each Default or Event of Default continuing on the date of such statement, a certification by statement of the chief financial officer or treasurer of the Borrower setting forth details of such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if sothe action which the Borrower has taken and proposes to take with respect thereto; and (v) promptly after such request, describing its nature(A) such other information respecting the condition or operations, along with the related unaudited consolidating balance sheet financial or otherwise, of the Borrower or any Major Subsidiary as any Lender through the Administrative Agent may from time to time reasonably request and its Subsidiaries as of (B) all documentation and other information that any Lender may from time to time reasonably request in order to comply with ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the end of such fiscal year Patriot Act and the unaudited consolidating statements Beneficial Ownership Regulation. In lieu of operationsfurnishing the Lenders the items referred to in clauses (i), cash flows' (ii) and stockholders' equity of (iii) above, the Borrower and its Subsidiaries for may make such fiscal year; (c) Not later than sixty days following items publicly available on the end of each fiscal quarter a certificate signed Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇.▇▇▇ or another website identified by the chief financial officer Borrower to the Administrative Agent (which website includes an option to subscribe to a free service alerting subscribers by email of the Borrower substantially in the form of Exhibit 6.1new Commission filings) or any successor or replacement website thereof, or by similar electronic means.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender: (ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of income, consolidated operations, consolidated retained earnings and consolidated cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the Borrower's Quarterly Report on Form 10-Q for such quarter shall be deemed to satisfy such financial statement delivery requirements; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of consolidated operations, consolidated retained earnings and consolidated cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case accompanied in reasonable detail and duly certified by the unqualified opinion a Senior Financial Officer as having been prepared in accordance (in all material respects) with respect thereto generally accepted accounting principles, together with a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the related unaudited consolidating balance sheet Borrower's Annual Report on Form 10-K (containing such statements) or Current Report on Form 8-K (containing such statements) for such year shall be deemed to satisfy such financial statement delivery requirements; (iv) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower and its Subsidiaries as or any ERISA Affiliate of the end Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such fiscal year ERISA Event and the unaudited consolidating action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (v) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vi) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $25,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (vii) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.01(d) or (B) for which the Administrative Agent, the Lenders will be entitled to indemnity under Section 8.04(c); (viii) promptly after the sending or filing thereof, copies of all such information statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; (ix) such information concerning the Borrower's Year 2000 Programs as the Administrative Agent may reasonably request; and (x) promptly after requested, such other information respecting the business, properties, results of operations, cash flows' and stockholders' equity prospects, revenues, condition or operations, financial or otherwise, of the Borrower and or any of its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end including, but not limited to, copies of each fiscal quarter a certificate signed by Schedule B (Actuarial Information) to the chief financial officer of annual report (Form 5500 Series) filed with the Borrower substantially in Internal Revenue Service) as the form of Exhibit 6.1Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) , a consolidated and consolidating Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer a Responsible Officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes GAAP and ordinary year-end audit adjustments), together with accompanied by a certificate of the chief financial officer Borrower's Responsible Officer stating to the best of the Borrower stating that no Default his or Event of Default her knowledge, after due inquiry, whether any event has occurred and is continuing or, if a Default or which constitutes an Event of Default has occurred Default, and is continuingif so, a statement as to stating the nature thereof and the action that the Borrower proposes to take facts with respect thereto; (bii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower and its Subsidiaries, containing Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified an opinion with respect thereto from a nationally or internationally recognized independent public accountants and accompanied by a certificate of the Borrower's independent public accountants and a certification by such accountants Responsible Officer stating that they have reviewed this Agreement and whetherto the best of his or her knowledge after due inquiry, in making their audit, they have become aware of whether any Default or event has occurred which constitutes an Event of Default Default, and if so, describing its nature, along stating the facts with the related unaudited consolidating balance sheet of the Borrower respect thereto; (iii) as soon as available and its Subsidiaries as of in any event no later than 120 days after the end of such each fiscal year and of the unaudited consolidating statements of operationsBorrower, cash flows' and stockholders' equity an annual report summarizing the operations of the Borrower and its Subsidiaries for such the past fiscal year; (civ) Not as soon as possible and in any event within five (5) Business Days after the Borrower has knowledge of, or should have known of, the occurrence of each Default continuing on the date of such statement, a statement of a Responsible Officer of the Borrower setting forth reasonable details of such Default and the action that the Borrower has taken and proposes to take with respect thereto; (v) as soon as available and in any event no later than sixty 60 days following before the end of each fiscal quarter year, an operating budget for the fiscal year following such fiscal year then ending and on an annual basis for each fiscal year thereafter through the fiscal year in which the Maturity Date occurs and any further information or details with respect to any such budget as the Administrative Agent or any Lender may reasonably request; (vi) as soon as available and in any event no later than 60 days before the end of each fiscal year, certificates from its insurers or insurance agents evidencing that the insurance required to be in effect pursuant to Section 5.01(c) is in effect; (vii) copies of all amendments and modifications to all Material Contracts no later than twenty (20) days after such amendment or modification has been made; (viii) promptly but in any event within 5 days of attaining knowledge thereof, a certificate signed by the chief financial officer statement of a Responsible Officer of the Borrower substantially advising of the potential loss of any of Material Contract; (ix) copies of all other formal written notices sent or received by the Borrower or any of its Subsidiaries pursuant to any Material Contract as soon as practicable after such formal written notice is sent or received; (x) promptly after the commencement thereof, notice of (A) all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(i) and (B) all actions and proceedings before any court, governmental agency or arbitrator affecting any Material Contract; (xi) upon the occurrence of any ERISA Event affecting the Borrower or any ERISA Affiliate (but in no event more than 20 days after such event); a notice and description of such event; (xii) promptly after the occurrence thereof notice of: (A) any known release or threat of release of any Hazardous Materials at or from any site owned or leased by the Borrower or by any of its Subsidiaries that, individually or in the form aggregate, could reasonably be expected to have a Material Adverse Effect, and (B) any known incurrence of Exhibit 6.1any expense or loss by any governmental authority in connection with the assessment, containment or removal of any Hazardous Material for which expense or loss the Borrower or any of its Subsidiaries may be liable and which expense or loss, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (xiii) such other information respecting the Borrower or any of its Subsidiaries as the Lenders may from time to time reasonably request; and (xiv) promptly after receipt by Borrower and/or any of its Subsidiaries, of statement of working capital with respect to AMPORTS Aviation Group in accordance with the Purchase Agreement.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderGuaranteed Party: (a) As as soon as available and in any event within sixty 60 days after the end of each of, in the case of Entergy, the first three quarters of each fiscal year of Entergy and, in the Borrower case of ETHC, the four quarters of each fiscal year of ETHC, (A) consolidated balance sheets of, respectively, Entergy and its Subsidiaries, (i) a consolidated subsidiaries and consolidating balance sheet of the Borrower ETHC and its Subsidiaries subsidiaries as of the end of such quarter and (iiB) consolidated and consolidating statements of operationsincome and retained earnings of, cash flows and stockholders' equity of the Borrower respectively, Entergy and its Subsidiaries subsidiaries and ETHC and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly each certified by the chief financial duly authorized officer of the Borrower Entergy as having been prepared in accordance with generally accepted accounting principles principles, consistently applied applied; (subject to addition b) as soon as available and in any event within 120 days after the end of notes each fiscal year of Entergy, a copy of the annual report for such year for Entergy and ordinary year-end audit adjustmentsits subsidiaries, containing consolidated financial statements for such year certified by Coopers & Lybrand (or such other nationally recognized public ▇▇▇▇▇▇ting firm as the Guaranteed Party may approve), together and certified by a duly authorized officer of Entergy as having been prepared in accordance with generally accepted accounting principles, consistently applied; (c) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of Entergy and within 120 days after the end of the fiscal year of Entergy, a certificate of the chief financial duly authorized officer of the Borrower Entergy, stating that no Default Prepayment Event or Event of Default has occurred and is continuing or, if a Default Prepayment Event or an Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as to the nature thereof case may be, and the action that the Borrower Entergy has taken and proposes to take with respect thereto; (bd) As as soon as available possible and in any event within ninety five days after either ETHC or Entergy has knowledge of the end occurrence of each fiscal year of the BorrowerPrepayment Event, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if soeach event that, describing its nature, along with the related unaudited consolidating balance sheet giving of notice or lapse of time or both, would constitute an Event of Default, a statement of the Borrower and its Subsidiaries duly authorized officer of ETHC or Entergy, as of the end case may be, setting forth details of such fiscal year Prepayment Event, Event of Default or event, as the case may be, and the unaudited consolidating statements actions that either or both of operations, cash flows' ETHC and stockholders' equity of the Borrower Entergy have taken and its Subsidiaries for such fiscal yearpropose to take with respect thereto; (ce) Not later than sixty as soon as possible and in any event within five days following after the end commencement of each fiscal quarter any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, Entergy or any of its subsidiaries, that, if adversely determined, could reasonably be expected to have a certificate signed by material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of either ETHC or Entergy, notice of such litigation, arbitration or proceeding describing in reasonable detail the facts and circumstances concerning such litigation, arbitration or proceeding and Entergy's or such subsidiary's proposed actions in connection therewith; (f) promptly after the sending or filing thereof, copies of all reports that Entergy sends to its securities holders, and copies of all reports and registration statements that Entergy files with the SEC or any national securities exchange pursuant to the Securities Act of 1933 or the Exchange Act, of all certificates (if any) pursuant to Rule 24 that either ETHC or Entergy files with the SEC pursuant to PUHCA having relevancy to the Notes, and of all applications and other filings made to or with the FCC or the SEC pursuant to Section 34 of PUHCA or otherwise having relevancy to the Notes; (g) as soon as possible and in any event (A) within 30 days after Entergy knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan has occurred and (B) within 10 days after Entergy knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of the chief financial officer of Entergy describing such ERISA Termination Event and the Borrower substantially action, if any, that Entergy proposes to take with respect thereto; (h) promptly and in any event within two Business Days after receipt thereof by Entergy from the form PBGC, copies of Exhibit 6.1each notice received by Entergy in respect of the PBGC's intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan; (i) promptly, if requested by the Guaranteed Party, copies of the then current Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan; (j) promptly and in any event within five Business Days after receipt thereof by Entergy from a Multiemployer Plan sponsor, a copy of each notice received by Entergy concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; (k) promptly and in any event within five Business Days after Moody's or S&P has changed any Senior Debt Rating o▇ ▇▇▇ ▇ignificant Subsidiary, notice of such change; and (l) such other information respecting the condition or operations, financial or otherwise, of ETHC, Entergy, any Significant Subsidiary or any subsidiary of ETHC as the Guaranteed Party may from time to time reasonably request. Negative Covenants So long as the Notes or any amount payable by either ETHC of Entergy hereunder or thereunder shall remain unpaid, Entergy shall not, without the written consent of the Guaranteed Party:

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, Guarantor will furnish to each of the LenderBanks: (a) As as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of an authorized financial officer of the Borrower or the Guarantor, as the case may be, setting forth the details of such Default and the actions, if any, which the Borrower or the Guarantor has taken and proposes to take with respect thereto; (b) as soon as available and in any event within sixty not later than 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated Guarantor, the Consolidated and consolidating balance sheet sheets of the Borrower Guarantor and its Subsidiaries as of the end of such quarter (such consolidating balance sheets to reflect such Subsidiaries, including the Borrower, as separate entities) and (ii) consolidated the Consolidated and consolidating statements of operations, income and cash flows and stockholders' equity flow statements of the Borrower Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarterquarter (such consolidating statements of income and cash flow statements to reflect such Subsidiaries, including the Borrower, as separate entities), all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief an authorized financial officer of the Borrower Guarantor as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)principles, together with a certificate of the chief financial said officer of the Borrower (i) stating that he has no Default or Event of knowledge that a Default has occurred and is continuing occurred, or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that action, if any, which the Borrower Guarantor proposes to take with respect thereto, and (ii) showing in detail the calculation supporting such statement in respect of Section 7.01; (bc) As as soon as available and in any event within ninety not later than 120 days after the end of each fiscal year of the BorrowerGuarantor, the audited consolidated balance sheet a copy of the Borrower annual audit report for such year for the Guarantor and its Subsidiaries, including therein Consolidated and consolidating balance sheets of the Guarantor and its Subsidiaries as of the end of such fiscal year (such consolidating balance sheets to reflect such Subsidiaries, including the Borrower, as separate entities) and the audited consolidated Consolidated and consolidating statements of operations, income and cash flows and stockholders' equity flow statements of the Borrower Guarantor and its Subsidiaries for such fiscal yearyear (such consolidating statements of income and cash flow statements to reflect such Subsidiaries, including the Borrower, as separate entities), in each case accompanied prepared in accordance with generally accepted accounting principles and certified by KPMG Peat Marwick or other independent certified public accountants of recognized standing acceptable to the unqualified opinion Majority Banks, together with respect thereto a certificate of such accounting firm to the Banks (i) stating that, in the course of the Borrower's independent public accountants regular audit of the business of the Guarantor and a certification its Subsidiaries, which audit was conducted by such accountants stating that they have reviewed this Agreement and whetheraccounting firm in accordance with generally accepted auditing standards, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;accounting firm has obtained (cd) Not later than sixty days following promptly after the end of each fiscal quarter quarter, copies of all proxy material, reports and other information which the Guarantor sends to any of its security holders, and copies of all reports and registration statements which the Guarantor or any Subsidiary of the Guarantor files with the Securities and Exchange Commission or any national securities exchange; (e) as soon as possible and in any event (i) within 30 Business Days after the Guarantor or any ERISA Affiliate of the Guarantor knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred and (ii) within 10 Business Days after the Guarantor or any ERISA Affiliate of the Guarantor knows or has reason to know that any other Termination Event with respect to any Plan has occurred or is reasonably expected to occur, a certificate signed by statement of the chief financial officer or chief accounting officer of the Guarantor describing such Termination Event and the action, if any, which the Guarantor or such ERISA Affiliate of the Guarantor proposes to take with respect thereto; (f) promptly after receipt thereof by the Guarantor or any ERISA Affiliate of the Guarantor, copies of each notice received by the Guarantor or any ERISA Affiliate of the Guarantor from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan; (g) within 30 days following request therefor by any Bank, copies of each Schedule B (Actuarial Information) to each annual report (Form 5500 Series) of the Guarantor or any ERISA Affiliate of the Guarantor with respect to each Plan; (h) promptly after receipt thereof by the Guarantor or any ERISA Affiliate of the Guarantor from the sponsor of a Multiemployer Plan, a copy of each notice received by the Guarantor or any ERISA Affiliate of the Guarantor concerning (i) the imposition of a Withdrawal Liability by a Multiemployer Plan, (ii) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (iii) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the amount of liability incurred, or expected to be incurred, by the Guarantor or any ERISA Affiliate of the Guarantor in connection with any event described in clause (i), (ii) or (iii) above; (i) promptly after it has knowledge of (A) any material litigation pending or threatened against it which could reasonably be expected to cause a material adverse change in the financial condition of the Borrower, the Guarantor, or any Subsidiary, or (B) the occurrence of any other contingency which could reasonably be expected to cause a material adverse change in the financial condition of the Borrower, the Guarantor or any Subsidiary; and (j) such other information respecting the business or properties, or the condition or operations, financial or otherwise, of the Borrower substantially in or the form Guarantor or any of Exhibit 6.1their Subsidiaries as any Bank through the Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:Agent, and in sufficient copies for the Lenders (provided, however, that, in the case of the Consolidated balance sheet and Consolidated statements of income and cash flows referred to in clause (i) below, the annual audit report and accompanying information referred to in clause (ii) below and the reports and registration statements referred to in clause (iv) below, such information will be deemed to have been furnished to the Agent if it is readily available through EDGAR): (ai) As as soon as available and in any event within sixty ▇▇▇hin 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating Borrower, the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief Chief Financial Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate certificates of the chief financial officer Chief Financial Officer Treasurer, Assistant Treasurer, Controller or Assistant Controller of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to compliance with the nature thereof and the action that the Borrower proposes to take with respect theretoterms of this Agreement; (bii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower and its Subsidiaries, containing the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the unqualified opinion with respect thereto of the Borrower's Required Lenders by Deloitte & Touche LLP or other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with acceptable to the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearRequired Lenders; (ciii) Not later than sixty as soon as possible and in any event within five days following after the end of each fiscal quarter a certificate signed determination by the chief Borrower of the occurrence of a Default that is continuing on the date of such statement, a statement of the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the Borrower substantially setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto; (iv) promptly after the sending or filing thereof, copies of all material reports that the Borrower sends to its securityholders (or any class of them) or its creditors (or any class of them), and copies of all reports and registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission; (v) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and (vi) such other information (excluding trade secrets) respecting the form Borrower or any of Exhibit 6.1its Subsidiaries as any Lender through the Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the Lender: (a) As soon as available and in any event within sixty Within forty five (45) days after following the end close of each calendar quarter during 2001, Acquiror shall deliver to the Principal Stockholder a statement in which it shall accurately account for all Revenues of the first three quarters of each fiscal year Electronic Services Business described in this Annex A for such quarter then ended (the "Quarterly Revenues Notice"), and within one hundred twenty days (120) days following December 31, 2001, Acquiror shall deliver to the Principal Stockholder audited financial statements which accurately account for all Revenues of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries Electronic Services Business described in this Annex A for the period commencing at year then ended (the end of the previous fiscal year and ending with the end of such quarter"Final Revenues Notice"), all in both cases showing in reasonable detail and duly certified the computation thereof, to be accompanied by the a certification of Acquiror's chief financial officer that, in the opinion of such officer after examining the Borrower as having been prepared books and records of Acquiror and Target, that the statement of Acquiror presents fairly in all material respects the Revenues required to be recognized in accordance with generally accepted accounting principles consistently applied (subject to addition of notes this Annex A and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred such computation was complete and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;accurate. (b) As soon as available and in any event within ninety days after the end of each fiscal year Upon receipt of the BorrowerQuarterly Revenues Notice and the Final Revenues Notice, Principal Stockholder may, at its own expense, audit the books and records of Acquiror and Target in which the information concerning Revenues is recorded, and the records supporting the entries in the books of Acquiror and Target, for that quarter or year or any prior quarterly period for which Principal Stockholder had not previously audited such books and records; provided, however, that such audits be performed no more often than quarterly during normal business hours and at the place where those books and records are kept. Principal Stockholder shall notify Acquiror of such audit results specifying in reasonable detail all disputed items and the basis therefor (the "Audit Notice"). After receipt of the Audit Notice, Acquiror shall have thirty (30) days to review the Audit Notice. Unless the Acquiror delivers a written objection to Principal Stockholder on or prior to the 30th day after receipt of the Audit Notice, the audited consolidated balance sheet of the Borrower Acquiror shall be deemed to have accepted and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially agreed to results set forth in the form of Exhibit 6.1Audit Notice.

Reporting Requirements. The Borrower shall, unless 10.3.1 From the Lender shall otherwise consent in writing, furnish to the Lender: (a) As soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at SRAC Commencement Date through the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer term of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied Applicable PPA (subject and for any period following the termination of the Applicable PPA to addition the extent relating back to the term of notes and ordinary year-end audit adjustmentsthe Applicable PPA), together with a certificate Seller shall provide to Buyer the following information (together, the Annual GHG Reports):‌ 10.3.1.1 On or before the fifth (5th) Business Day following Seller's timely submission to CARB (or any other authorized Governmental Authority having jurisdiction in California) of the chief financial officer CARB Mandatory GHG Emissions Annual Report, or such other annual report submitted to CARB, detailing the GHG emissions of the Borrower stating that no Default or Event of Default has occurred and is continuing orGenerating Facility for the applicable calendar year (as verified by an independent third party, if a Default applicable) (the CARB Annual Report), Seller shall deliver such CARB Annual Report to Buyer; and 10.3.1.2 To the extent not set forth in the CARB Annual Report (or an Event of Default has occurred and if Seller is continuingno longer required to submit the CARB Annual Report for any reason), a statement as then Seller shall submit to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its natureBuyer, along with the related unaudited consolidating balance sheet of CARB Annual Report (or, if Seller is no longer required to submit the Borrower and its Subsidiaries as of CARB Annual Report for any reason, then on the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; sixtieth (c60th) Not later than sixty days Business Day following the end of the applicable calendar year), the following information for the applicable calendar year, which, in each fiscal quarter a certificate signed case, must be verifiable and of settlement quality: (1) the Useful Thermal Energy Output of the Generating Facility; (2) total fuel usage of the Generating Facility; (3) the total amount of GHG emissions attributable to the Generating Facility, the electrical energy used to serve the Site Host Load, the Useful Thermal Energy Output of the Generating Facility; (4) the total electrical energy produced by the chief financial officer Generating Facility, the electrical energy used to serve the Site Host Load, and the energy delivered to Buyer; and (5) the number of Allowances (including Free Allowances) held and/or surrendered by Seller for such calendar year (during any period where the Borrower substantially SRAC energy price is calculated in accordance with Section 10.2.2). 10.3.2 If Buyer requires any other information not delineated in Section 10.3.1 in order to comply with any GHG emissions reporting requirements adopted by CARB and/or by any other Governmental Authority and imposed on Buyer (other than the information that Seller must provide in accordance with Section 10.3.3), then SCE, SDG&E and PG&E, on the one hand, and CAC, EPUC, CCC and IEP, on the other hand, shall promptly meet and confer regarding such other information that Buyer requires and negotiate in good faith to reach a mutually acceptable agreement. Buyer and Seller shall be bound by any agreement as to any information required by ▇▇▇▇▇, as described in the form foregoing, between PG&E, SCE and SDG&E, on the one hand, and CAC, EPUC, CCC and IEP, on the other hand, in accordance with the foregoing.‌ 10.3.3 Each Party shall deliver to the other Party, or before the tenth (10th) Business Day following receipt of Exhibit 6.1a notice from the other Party, such information as such other Party is required to report to any authorized Governmental Authority pursuant to the Settlement. 10.3.4 To the extent that the information provided by the disclosing Party in accordance with this Section 10.3 is Confidential Information, the receiving Party shall treat such Confidential Information with the same degree of care that it currently treats the data and information provided by QFs under the existing CHP QF Compliance Monitoring Program.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders or make available on the internet at ▇▇▇.▇▇▇.▇▇▇ (or any successor or replacement website thereof), if such website includes an option to subscribe to a free service alerting subscribers by e-mail of new U.S. Securities and Exchange Commission filings, if available, or by similar electronic means: (ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a PMI, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower PMI and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower PMI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of PMI; (A) as soon as available and in any event within 100 days after the Borrower end of each fiscal year of PMI, a copy of the consolidated financial statements for such year for PMI and its Subsidiaries audited by PricewaterhouseCoopers LLP (or other independent auditors which, as having been prepared of the date of this Agreement, are one of the “big four” accounting firms); and (B) all reports which PMI sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the U.S. Securities and Exchange Commission) which PMI files with the Securities and Exchange Commission; (ii) as soon as possible and in accordance with generally accepted accounting principles consistently applied (subject to addition any event within five days after the occurrence of notes each Event of Default and ordinary year-end audit adjustments)each Default, together with continuing on the date of such statement, a certificate statement of the chief financial officer or treasurer of the Borrower stating that no Default or PMI setting forth details of such Event of Default has occurred and is continuing or, if a or Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower which PMI has taken and proposes to take with respect thereto; (biii) As soon as available and in any event within ninety 60 days after the end of each fiscal year quarter of the BorrowerPMI, the audited consolidated balance sheet a statement of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or treasurer of PMI certifying compliance with the Borrower substantially in requirements of Section 5.1(b) and setting forth the form relevant calculations; and (iv) such other historical information respecting the condition or operations, financial or otherwise, of Exhibit 6.1PMI or any Major Subsidiary as any Lender through the Facility Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower and its Subsidiaries, (i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated statement of operations and consolidating statements of operations, cash flows and stockholders' equity comprehensive income of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; (biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsoperations and comprehensive income, changes in shareholders’ equity (if applicable) and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent PricewaterhouseCoopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower; (v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to its security holders generally, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary); (vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the Controlled Group proposes to take with respect thereto; (vii) promptly upon becoming aware thereof, notice of any change in the ▇▇▇▇▇’▇ Rating, the Fitch Rating or the S&P Rating; and (viii) such other information respecting the condition, operations or business, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Event of Default or Unmatured Event of Default or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on the Borrower’s Internet website). Any document readily available on-line through the “Electronic Data Gathering Analysis and Retrieval” system (or any successor system thereof) maintained by the Securities and Exchange Commission (or any succeeding Governmental Authority), shall be deemed to have been furnished to the Administrative Agent for purposes of this Section 5.01(b) when the Borrower sends to the Administrative Agent notice (which may be by electronic mail) that such documents are so available. Notwithstanding the foregoing, the Borrower agrees that, to the extent requested by the Administrative Agent or any Lender, it will continue to provide “hard copies” of Communications to the Administrative Agent or such Lender, as applicable. The Borrower further agrees that the Administrative Agent may make Communications available to the Lenders by posting such Communications on Electronic Systems or a substantially similar electronic transmission system. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) that such notice may be sent to such e-mail address.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Agent and each Lender: (ai) As as soon as available and in any event within sixty 30 days after the end of each of the first three quarters of each fiscal year quarter of the Borrower and its Subsidiaries, (i) a Subsidiaries commencing with the first fiscal quarter of the Borrower and its Subsidiaries ending after the Effective Date internally-prepared consolidated and consolidating balance sheet sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Borrower and its Subsidiaries as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail (and to include, in the case of the consolidated statements of stockholders' equity and cash flows, revenue and volume data for any products acquired and/or marketed by a Loan Party or any of its Subsidiaries to the extent that such product accounts for 5% or more of net revenues of the Borrower and its Subsidiaries on a consolidated basis) by product line (to the extent available and in any event including profit and loss information by product line to the gross margin level) and reasonably acceptable to the Collateral Agent and certified by an Authorized Officer of the Borrower as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated the results of operations and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Agents and the Lenders, subject to the absence of footnotes and normal year-end adjustments; (ii) as soon as available, and in any event within 90 days after the end of each Fiscal Year of the Borrower and its Subsidiaries, commencing with Fiscal Year ending December 31, 2005, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding date or period set forth in the financial statements for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and reasonably satisfactory to the Collateral Agent (which opinion shall be without (A) a "going concern" or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.03), together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default relating to Section 6.03, and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof; (iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Borrower and its Subsidiaries commencing with the first fiscal month of the Borrower and its Subsidiaries ending after the Effective Date, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the previous fiscal year immediately preceding Fiscal Year and ending with the end of such quarterfiscal month, all in reasonable detail and duly certified by the chief financial officer an Authorized Officer of the Borrower as having been prepared fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as at the end of such fiscal month and the results of operations, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal month, in accordance with generally accepted accounting principles consistently GAAP applied (in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, subject to addition the absence of notes footnotes and ordinary normal year-end audit adjustments; (iv) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i) and (ii) of this Section 6.01(a), together with a certificate of the chief financial officer an Authorized Officer of the Borrower (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no Default or Event knowledge of, the existence during such period of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuingor Default or, a statement as to if an Event of Default or Default existed, describing the nature and period of existence thereof and the action that which the Borrower and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing the calculations of the Loan to Value Ratio covenant specified in Section 6.03; (A) as soon as available and in any event within 30 days after the end of each fiscal month of the Borrower and its Subsidiaries commencing with the first fiscal month of the Borrower and its Subsidiaries ending after the Effective Date, reports in form and detail satisfactory to the Collateral Agent and certified by an Authorized Officer of the Borrower as being accurate and complete (1) listing all Accounts Receivable of the Loan Parties as of such day (including an aging thereof) and such other information with respect to such Accounts Receivable as the Collateral Agent may reasonably request and (2) listing all accounts payable of the Loan Parties as of each such day (including an aging thereof) and such other information with respect to such accounts payable as the Collateral Agent may reasonably request, and (B) as soon as available and in any event within 30 days after the end of each fiscal quarter of the Borrower and its Subsidiaries commencing with the first fiscal quarter of the Borrower and its Subsidiaries ending after the Effective Date, reports in form and detail satisfactory to the Collateral Agent and certified by an Authorized Officer of the Borrower as being accurate and complete listing all Inventory of the Loan Parties as of each such day, and containing a breakdown of such Inventory in a form reasonably satisfactory to the Collateral Agent and such other information with respect to such Inventory as the Collateral Agent may reasonably request; (A) as soon as available and in any event not later than 30 days prior to the end of each Fiscal Year, financial projections, supplementing and superseding the financial projections referred to in Section 5.01(g)(ii)(A), prepared on a monthly basis and otherwise in form and substance reasonably satisfactory to the Collateral Agent, for the immediately succeeding Fiscal Year for the Borrower and its Subsidiaries, and (B) as soon as available and in any event not later than 30 days prior to the end of each fiscal quarter, financial projections, supplementing and superseding the financial projections referred to in Section 5.01(g)(ii)(B), prepared on a monthly basis and otherwise in form and substance reasonably satisfactory to the Collateral Agent, for each remaining quarterly period in such Fiscal Year, all such financial projections to be reasonable, to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower; (vii) promptly after submission to any Governmental Authority (other than the FDA), to the fullest extent permitted by applicable law, all documents and information furnished to such Governmental Authority (other than to the extent that provision of such documents or information to the Agents and the Lenders would invalidate any privileged status granted by such Governmental Authority with respect to such documents or information, in which case, the Loan Parties shall furnish a summary of the documents or information so provided that does not invalidate such privilege) in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; (viii) promptly, and in any event within 3 Business Days after the occurrence of an Event of Default or Default or the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other such event or development and the action which the affected Loan Party proposes to take with respect thereto; (bix) As soon as available promptly, and in any event within ninety 5 Business Days after any Loan Party knows or has reason to know of (A) any material violation, claim, complaint, charge or receipt of any material violation, claim, complaint or charge of or under the Food and Drug Act or any material applicable statutes, rules, regulations, guidelines, policies orders or directives administered or issued by the FDA, including without limitation receipt by any Loan Party or any of its Subsidiaries of any Product Recall Notice, or any other FDA Notice or amendment to a previous Product Recall Notice or FDA Notice or (B) any other investigation by the FDA of any Loan Party (other than any routine inquiry), in each case, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the actions, if any, which such Loan Party proposes to take with respect thereto, and in the case of a written document evidencing such event, together with a true, correct and complete copy of such Product Recall Notice, FDA Notice or amendment or other notice, as the case may be, and in the case of clause (B), to the fullest extent permitted by applicable law, all documents and information furnished to the FDA (other than to the extent that provision of such documents or information to the Agents and the Lenders would invalidate any privileged status granted by the FDA with respect to such documents or information, in which case, the Loan Parties shall furnish a summary of the documents or information so provided that does not invalidate such privilege) in connection with any such investigation; (A) promptly and in any event within 10 Business Days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to any Employee Plan has occurred, (2) any other Termination Event with respect to any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within 10 Business Days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within 10 Business Days after the filing thereof with the Internal Revenue Service if requested by any Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within 10 Business Days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within 10 Business Days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (F) promptly and in any event within 10 Business Days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate thereof; (xi) promptly after the commencement thereof but in any event not later than 5 Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (xii) promptly, and in any event within (A) 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with any Material Contract (other than any aaiPharma Acquisition Document), (B) except as specified in clause (C) below, 3 Business Days after execution, receipt or delivery thereof, copies of any documents, correspondence or notices that any Loan Party executes or receives in connection with any aaiPharma Acquisition Document and (C) 5 Business Days after the execution, receipt or delivery by any Loan Party of any reports or statements to or from the aaiPharma Sellers, including, without limitation, the Lifecycle Product Statement, New Product Statement, Closing Date Inventory Statement and the Post-Signing Shipments Statement (as such terms are defined in the aaiPharma Acquisition Agreement), and any financial statements or other financial information delivered to the aaiPharma Sellers under Section 8.18 of the aaiPharma Acquisition Agreement or otherwise; (xiii) promptly, and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with the sale or other Disposition of the Capital Stock (other than pursuant to a stock option plan or stock incentive plan approved by the Board of Directors of the Borrower) of, or all or substantially all of the assets of, any Loan Party; (xiv) promptly after the sending or filing thereof, copies of all statements, reports and other information any Loan Party sends to any holders of its Indebtedness (other than intercompany Indebtedness, Capitalized Lease Obligations and purchase money Indebtedness) or its securities or files with the SEC or any national (domestic or foreign) securities exchange; (xv) 15 days after the end of each fiscal year delivery of the Borrower, the audited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as required by clause (iii) of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Section

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty 65 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating Borrower, Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (bii) As as soon as available and in any event within ninety 115 days after the end of each fiscal year of the Borrower, (A) to the audited consolidated extent provided to shareholders of the Borrower, a copy of the annual report to such shareholders for such year for the Borrower and its Consolidated Subsidiaries, (B) the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and (C) the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified an opinion with respect thereto of the Borrower's by PricewaterhouseCoopers LLP or any other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries accounting firms which (x) as of the end date of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity this Agreement is one of the Borrower and its Subsidiaries for such fiscal year“big four” accounting firms or (y) is reasonably acceptable to the Required Lenders; (ciii) Not later than sixty days following together with the end of each fiscal quarter financial statements required under clauses (i) or (ii) above, a compliance certificate signed by the chief financial officer of the Borrower in substantially in the form of Exhibit 6.1F signed by a Financial Officer of the Borrower showing the then current information and calculations necessary to determine the Applicable Margin and the Applicable Percentage and compliance with this Agreement and stating that no Event of Default or Default exists, or if any Event of Default or Default exists, stating the nature and status thereof; (iv) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of a Financial Officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto; (v) reasonably promptly after the sending or filing thereof copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange; and (vi) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. Information required to be delivered pursuant to clauses (i), (ii) or (v) above shall be deemed to have been delivered on the date on which the Borrower has posted such information on the Borrower’s website on the Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ (or any successor or replacement website thereof), which website includes an option to subscribe to a free service alerting subscribers by email of new Securities and Exchange Commission filings at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇/phoenix.zhtml?c=68233&p=irol-alerts, or at ▇▇▇.▇▇▇.▇▇▇ or at another website identified in a notice to the Lenders and accessible by the Lenders without charge.

Reporting Requirements. The Borrower shall, unless Furnish to each Lender in the Lender shall otherwise consent manner prescribed in writing, furnish to the Lender:last paragraph of this subsection (h): (ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating consolidated, and, with respect to the Borrower, consolidating, statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and consolidated, and, with respect to the audited consolidated Borrower, consolidating, statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants said officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the related unaudited consolidating balance sheet of Securities and Exchange Commission for any year shall satisfy the Borrower and its Subsidiaries as of the end of Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (civ) Not later than sixty days following concurrently with the end delivery of each fiscal quarter the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the chief principal executive officer and the principal financial officer of the Borrower substantially (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the form application thereof has occurred since the date of Exhibit 6.1the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or any Subsidiary of the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty 10 days after the date quarterly financial statements would be required to be filed by an “Accelerated Filer” as defined in Rule 12b-2 under the Exchange Act (without giving effect to any extension) in a periodic report with the SEC (and in any event within 50 days after the end of each of the first three quarters of Fiscal Quarters in each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating Rayonier), unaudited Consolidated balance sheet sheets of the Borrower Rayonier and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower Rayonier and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer senior vice president of the Borrower finance of Rayonier as having been prepared in accordance with generally accepted accounting principles consistently applied GAAP; (subject ii) as soon as available and in any event within 10 days after the date annual financial statements would be required to addition be filed by an “Accelerated Filer” as defined in Rule 12b-2 under the Exchange Act (without giving effect to any extension) in a periodic report with the SEC (and in any event within 90 days after the end of notes and ordinary year-end audit adjustmentseach fiscal year of Rayonier), a copy of the annual audit report for such year for Rayonier and its Subsidiaries, containing Consolidated balance sheets of Rayonier and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of Rayonier and its Subsidiaries for such fiscal year, in each case accompanied by an opinion reasonably acceptable to the Required Lenders by a nationally recognized firm of independent public accountants; (iii) together with the financial statements required to be delivered in accordance with clauses (i) and (ii) above, (A) a certificate of the chief financial officer senior vice president of the Borrower finance of Rayonier stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the applicable Borrower has taken and proposes to take with respect thereto and (B) a schedule in form and substance satisfactory to the Administrative Agent of the computations used by Rayonier in determining compliance with the covenants contained in Section 5.05; (iv) promptly after any Borrower becomes aware of and in any event within five Business Days after becoming aware of each Default, continuing on the date of such statement, a statement of the senior vice president of finance of Rayonier setting forth details of such Default and the action that Rayonier has taken and proposes to take with respect thereto; (bv) As soon as available promptly after the sending or filing thereof, copies of all reports that any Borrower sends to any of its public securityholders, and copies of all reports and registration statements that any Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; (vi) promptly after any Borrower becomes aware of the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting such Borrower or any of its Subsidiaries of the type described in the first sentence of Section 4.01(g); (vii) promptly and in any event within ninety 10 days after Rayonier or any of its ERISA Affiliates knows that any ERISA Event has occurred, a statement of the end senior vice president of finance of Rayonier describing such ERISA Event and the action, if any, that Rayonier or such ERISA Affiliate has taken and proposes to take with respect thereto; (viii) promptly and in any event within three Business Days after receipt thereof by Rayonier or any of its ERISA Affiliates, copies of each fiscal year notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any such Plan; (ix) upon the request of the Administrative Agent after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (x) promptly and in any event within five Business Days after receipt thereof by Rayonier or any of its ERISA Affiliates from the sponsor of a Multiemployer Plan, copies of each notice concerning (x) the imposition of Withdrawal Liability by any such Multiemployer Plan, (y) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (z) the amount of liability incurred, or that may be incurred, by Rayonier or any of its ERISA Affiliates in connection with any event described in clause (x) or (y); (xi) as soon as practical and in any event promptly after the receipt thereof by any Borrower, copies of all written claims, complaints, notices or inquiries relating to compliance by such Borrower or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be likely to have a Material Adverse Effect or could reasonably be likely to (x) form the audited consolidated balance sheet basis of an Environmental Action against such Borrower or any of its Subsidiaries or such property that could reasonably be likely to have a Material Adverse Effect or (y) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could reasonably be likely to have a Material Adverse Effect; (xii) promptly such other information and data with documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations (including, without limitation, the USA PATRIOT Act), including, without limitation, evidence satisfactory to the Administrative Agent of (x) the listing of Capital Stock of Rayonier on New York Stock Exchange and (y) Rayonier’s ownership of all of the outstanding Capital Stock of TRS and RFR, as from time to time may be reasonably requested by the Administrative Agent; and (xiii) such other information respecting the condition or operations, financial or otherwise, of any Borrower and or any of its Subsidiaries as any Lender or Issuing Bank through the Administrative Agent may from time to time reasonably request. Information required to be delivered pursuant to this Section 5.01(k) shall be deemed to have been delivered to the Lenders when it has been delivered to the Administrative Agent. Notwithstanding any of the end foregoing, at any time when Rayonier is subject to the reporting requirements of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity Section 13(a)(2) of the Borrower and its Subsidiaries for such fiscal yearSecurities Exchange Act of 1934, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they Rayonier shall be deemed to have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along complied with the related unaudited consolidating balance sheet requirements of clauses (i), (ii), (v) and (vi) above, if Rayonier shall include such information in timely filings made with the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed SEC by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Rayonier.

Reporting Requirements. The Borrower shallFurnish to Bank, unless or cause to be furnished to Bank, the Lender shall otherwise consent in writing, furnish to the Lenderfollowing: a. as soon as possible, and in any event within three (a3) As calendar days after becoming aware of the occurrence or existence of each Default or Event of Default hereunder or in the reasonable business judgment of CHC, the occurrence of any event that could reasonably be expected to result in a Material Adverse Effect, a written statement of the chief financial officer of Borrower (or in his or her absence, a responsible senior officer of Borrower), setting forth details of such Default, Event of Default or change, and the action which Borrower has taken, or has caused to be taken, or proposes to take, or to cause to be taken, with respect thereto; b. as soon as available and in any event within sixty (60) days after the end of each of the first three respective fiscal quarters of each respective fiscal year of the Borrower Energy and CHC, consolidated balance sheets of Energy and its Subsidiaries and CHC and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries , respectively, as of the end of each such fiscal quarter and (ii) consolidated and consolidating statements of operations, earnings and cash flows and stockholders' equity flow of the Borrower Energy and its Subsidiaries and CHC and its Subsidiaries, respectively, for each such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, all in reasonable detail and duly certified by the chief financial an officer of the Borrower as Energy and CHC, respectively, having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate appropriate knowledge of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretomatters being certified; (b) As c. as soon as available and in any event within ninety one hundred twenty (120) days after the end of each fiscal year (i) of Energy, a copy of the Borrowerannual audited report for such fiscal year for Energy and its Subsidiaries, the audited including therein consolidated balance sheet sheets of the Borrower Energy and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, earnings and cash flows and stockholders' equity flow of the Borrower Energy and its Subsidiaries for such fiscal year, in each case accompanied certified (without any Impermissible Qualification) in a manner acceptable to Bank by the unqualified opinion with respect thereto of the Borrower's Deloitte & Touche LLP or other independent public accountants acceptable to Bank and (ii) of CHC, a certification by copy of internally prepared financial statements for such accountants stating that they have reviewed this Agreement fiscal year for CHC and whetherits Subsidiaries, in making their audit, they have become aware including therein consolidated balance sheets of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower CHC and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating consolidated statements of operations, earnings and cash flows' and stockholders' equity of the Borrower and its Subsidiaries flow for such fiscal year; (c) Not later than sixty d. as soon as possible, and in any event within 60 calendar days following after the end of each fiscal quarter during the term hereof, a compliance certificate signed prepared and certified by the chief financial officer of CHC (or in his or her absence, a responsible senior officer of CHC) and, as applicable, each other Loan Party (i) certifying that no Event of Default has occurred and is continuing (or if any Event of Default has occurred and is continuing, describing the same in reasonable detail), and (ii) setting forth in reasonable detail the computations necessary to determine whether Borrower substantially is in compliance with Section 4.4 of this Agreement as of the form end of Exhibit 6.1the applicable period. e. promptly upon receipt thereof, copies of all management letters and other substantive reports submitted to any Loan Party by independent certified public accountants in connection with any annual audit of any such party. f. from time to time, such other information regarding the business, affairs or financial condition of Borrower or any Loan Party as Bank may reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender: (a) As Lenders: as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, Borrower, (iA) a consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries subsidiaries as of the end of such quarter and (iiB) consolidated and consolidating statements of operations, cash flows income and stockholders' equity retained earnings of the Borrower and its Subsidiaries subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly each certified by the chief financial a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles principles, consistently applied applied; as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual report for such year for the Borrower and its subsidiaries, containing consolidated financial statements for such year certified without qualification by Deloitte & Touche LLP (subject to addition of notes and ordinary year-end audit adjustmentsor such other nationally recognized public accounting firm as the Administrative Agent may approve), together with and certified by a certificate of the chief financial duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied; as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and within 120 days after the end of the fiscal year of the Borrower, a certificate of a duly authorized officer of the Borrower, stating that no Default Prepayment Event or Event of Default has occurred and is continuing orcontinuing, or if a Default Prepayment Event or an Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as to the nature thereof case may be, and the action that the Borrower has taken and proposes to take with respect thereto; as soon as possible and in any event within five days after the Borrower has knowledge of the occurrence of each Prepayment Event, Event of Default and each event that, with the giving of notice or lapse of time or both, would constitute a Prepayment Event or an Event of Default, continuing on the date of such statement, a statement of the duly authorized officer of the Borrower setting forth details of such Prepayment Event or Event of Default or event, as the case may be, and the actions that the Borrower has taken and proposes to take with respect thereto; as soon as possible and in any event within five days after the Borrower receives notice of the commencement of any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, the Borrower or any of its subsidiaries, that, if adversely determined, could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of the Borrower, notice of such litigation describing in reasonable detail the facts and circumstances concerning such litigation and the Borrower's or such subsidiary's proposed actions in connection therewith; promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securities holders, and copies of all reports and registration statements which the Borrower files with the SEC or any national securities exchange pursuant to the Securities Act of 1933 or the Exchange Act, and of all certificates pursuant to Rule 24 which the Borrower files with the SEC pursuant to the Public Utility Holding Company Act of 1935 in connection with the proceeding of the SEC in File No. 70-9749 related to the SEC Order or any subsequent proceedings related thereto; as soon as possible and in any event (A) within 30 days after the Borrower knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan has occurred and (B) within 10 days after the Borrower knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, that the Borrower proposes to take with respect thereto; (b) As soon as available ; promptly and in any event within ninety two Business Days after receipt thereof by the Borrower from the PBGC, copies of each notice received by the Borrower of the PBGC's intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan; promptly and in any event within 30 days after the end filing thereof with the Internal Revenue Service, copies of each fiscal year Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan; promptly and in any event within five Business Days after receipt thereof by the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the BorrowerBorrower concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; promptly and in any event within five Business Days after ▇▇▇▇▇'▇ or S&P has changed any Senior Debt Rating of any Significant Subsidiary, notice of such change; and such other information respecting the audited consolidated balance sheet condition or operations, financial or otherwise, of the Borrower and or any of its Subsidiaries subsidiaries as of any Lender through the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Administrative Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender: (ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the related unaudited consolidating balance sheet of Securities and Exchange Commission for any year shall satisfy the Borrower and its Subsidiaries as of the end of Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (civ) Not later than sixty days following concurrently with the end delivery of each fiscal quarter the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the chief principal executive officer and the principal financial officer of the Borrower substantially (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(h) and (iii) stating whether any change in GAAP or the form application thereof has occurred since the date of Exhibit 6.1the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. The Borrower shallFurnish, unless the Lender shall otherwise consent in writingor cause to be furnished, furnish to the LenderAdministrative Agent, with sufficient copies for each Lender and each Fronting Bank, the following: (ai) As promptly after the occurrence of any Event of Default, the statement of an authorized officer of such Borrower setting forth details of such Event of Default and the action that such Borrower has taken or proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 50 days after the end close of each of the first three quarters of in each fiscal year of the such Borrower and its Subsidiaries, (i) a other than ATSI or FES, unless then currently available for either such Borrower), consolidated and consolidating balance sheet sheets of the such Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity income of the such Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting the financial condition of such Borrower and its Subsidiaries as at such date and the results of operations of such Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or controller of the such Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied applied; (subject iii) as soon as available and in any event within 105 days after the end of each fiscal year of such Borrower (other than ATSI or FES, unless then currently available for either such Borrower), a copy of the annual report for such year for such Borrower and its Subsidiaries, containing consolidated and consolidating financial statements of such Borrower and its Subsidiaries for such year certified in a manner acceptable to addition of notes the Lenders and ordinary year-end audit adjustments)the Fronting Banks by PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Lenders and the Fronting Banks, together with statements of projected financial performance prepared by management for the next fiscal year, in form satisfactory to the Administrative Agent; (iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of the chief financial officer officer, treasurer, assistant treasurer or controller of such Borrower (A) stating whether he has any knowledge of the Borrower stating that no Default or Event occurrence at any time prior to the date of Default has occurred and is continuing or, if a Default or such certificate of an Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Event of Default, except Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the ratios contemplated by Section 5.02 hereof, as of the date of the most recent financial statements accompanying such certificate, to show such Borrower’s compliance with or the status of the financial covenants contained in Section 5.02 hereof; (v) promptly after the sending or filing thereof, copies of any reports that such Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K that such Borrower or any of its Subsidiaries files with the SEC; (vi) as soon as possible and in any event (A) within 30 days after such Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred and is continuing(B) within 10 days after such Borrower or any member of the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a statement as to of the nature thereof chief financial officer of such Borrower describing such Termination Event and the action action, if any, that such Borrower or such member of the Borrower Controlled Group, as the case may be, proposes to take with respect thereto; (bvii) As soon as available promptly and in any event within ninety two Business Days after receipt thereof by such Borrower or any member of the Controlled Group from the PBGC, copies of each notice received by such Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; (viii) promptly and in any event within 30 days after the end filing thereof with the Internal Revenue Service, copies of each fiscal year of Schedule B (Actuarial Information) to the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion annual report (Form 5500 Series) with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearto each Plan; (cix) Not later than sixty days following promptly and in any event within five Business Days after receipt thereof by such Borrower or any member of the end Controlled Group from a Multiemployer Plan sponsor, a copy of each fiscal quarter a certificate signed notice received by the chief financial officer such Borrower or any member of the Controlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; (x) promptly and in any event within five Business Days after ▇▇▇▇▇’▇ or S&P has changed any relevant Reference Rating, notice of such change; and (xi) such other information respecting the condition or operations, financial or otherwise, of such Borrower substantially in or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that such Borrower or any Subsidiary files with the form of Exhibit 6.1SEC or any national securities exchange, as the Administrative Agent or any Fronting Bank or any Lender (through the Administrative Agent) may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as possible, and in any event within five Business Days after the Borrower becomes aware of the existence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, after due inquiry, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower and its Subsidiaries, (i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity operations of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; (biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operations, changes in shareholders’ equity (if applicable) and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent PricewaterhouseCoopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower; (v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements (without exhibits) and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary); (vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the Controlled Group proposes to take with respect thereto; (vii) promptly upon becoming aware thereof, notice of any change in the Fitch Rating, the ▇▇▇▇▇’▇ Rating or the S&P Rating; and (viii) such other information respecting the business, operations or condition, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder or

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating Borrower, Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (bii) As as soon as available and in any event within ninety 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated Annual Report on Form 10-K for such year for the Borrower and its Consolidated Subsidiaries, as filed with or sent to the Securities and Exchange Commission, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified an opinion with respect thereto of the Borrower's by Deloitte & Touche LLP or other independent public accountants acceptable to the Required Lenders; (iii) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware statement of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet a Financial Officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto; (iv) promptly after the sending or filing thereof copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange; (v) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and (vi) such other information respecting the Borrower or any of its Subsidiaries as of any Lender through the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish provide to the LenderAdministrative Agent, in sufficient copies for distribution by the Administrative Agent to all Lenders: (a) As as soon as available available, and in any event case within sixty 90 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, beginning with fiscal year 2007, the audited consolidated balance sheet annual financial statements of the Borrower and its Consolidated Subsidiaries audited and reported on in accordance with GAAP consistently applied (except as otherwise discussed in the notes to such financial statements), with the opinion thereon of internationally recognized independent public accountants, which financial statements shall present fairly in accordance with GAAP the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity financial condition of the Borrower and its Consolidated Subsidiaries as at the end of the relevant fiscal year and the results of the operations of the Borrower and its Consolidated Subsidiaries for such fiscal year; provided that for so long as the Borrower files a Form 10-K with the Securities and Exchange Commission, in each case accompanied the furnishing by the unqualified opinion with respect thereto Borrower to the Administrative Agent of such Form 10-K for each fiscal year of the Borrower shall satisfy the Borrower's independent public accountants ’s obligation to provide the financial statements contemplated in this clause (a); (b) as soon as available, and a certification by such accountants stating that they have reviewed this Agreement and whetherin any case within 45 days of the end of each of the first three fiscal quarters of each year, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along beginning with the related fiscal quarter ending on June 30, 2007, the unaudited consolidating balance sheet consolidated financial statements of the Borrower and its Consolidated Subsidiaries as of the end in respect of such fiscal year and quarter prepared in accordance with GAAP, consistently applied (except as otherwise discussed in the unaudited consolidating notes to such financial statements), which financial statements shall present fairly in accordance with GAAP (subject to absence of operationsfootnotes), cash flows' and stockholders' equity the financial condition of the Borrower and its Consolidated Subsidiaries as at the end of the relevant fiscal quarter of each fiscal year and the results of the operations of the Borrower and its Consolidated Subsidiaries for such fiscal yearquarter; provided that for so long as the Borrower files a Form 10-Q with the Securities and Exchange Commission, the furnishing by the Borrower to the Administrative Agent of such Form 10-Q for each fiscal quarter of the Borrower shall satisfy the Borrower’s obligation to provide the financial statements contemplated in this clause (b); (c) Not no later than sixty days following March 31 of each year, updated financial projections of the end Borrower for each three-year period beginning on January 1 of each fiscal quarter year commencing with such projections for the period starting on January 1, 2008, substantially in the same format previously delivered to the Lenders; (d) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b) above, a certificate signed by the chief financial officer of a Responsible Officer of the Borrower substantially in the form of Exhibit 6.1G, (i) certifying that, to the best of such Responsible Officer’s knowledge, no Default then exists or, if any Default then exists, specifying the nature and period of existence thereof and what action has been taken or is proposed to be taken with respect thereto, and (ii) providing all information and calculations necessary for determining compliance with the covenants contained in Section 7.1; (e) copies of such other financial reports filed by any Loan Party with any Governmental Authority (including any Mexican or other securities exchange) and which are publicly available which the Administrative Agent (or any Lender through the Administrative Agent) may from time to time reasonably request; provided that the information will be furnished in Spanish unless information is provided publicly in English; (f) promptly (and, in any event, within five Business Days) after a Responsible Officer of the Borrower obtains knowledge of any Default or Event of Default, a certificate signed by a Responsible Officer of the Borrower, describing such Default or Event of Default and the steps that the Borrower proposes to take in connection therewith; (g) promptly (and, in any event, within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, notice of any litigation, claim, investigation, arbitration or other proceeding pending or, to such Responsible Officer’s knowledge, threatened in writing against any Loan Party: (i) that could give rise to a Lien on any of its Properties, other than Permitted Liens, or (ii) that could reasonably be expected to have a Material Adverse Effect; (h) promptly (and, in any event, within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, notice of any other event or development that could reasonably be expected to have a Material Adverse Effect and the actions proposed to be taken with respect thereto; and (i) from time to time, as soon as reasonably practicable, such other information with respect to the Loan Parties, the Loan Documents and/or the transactions contemplated hereby or thereby as any Lender (through the Administrative Agent) or the Administrative Agent may reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish or will cause to be furnished at its expense to the LenderBank: (a) As as soon as available and in any event within sixty 120 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a copy of the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such quarter year and (ii) the related consolidated and consolidating statements of operations, income and cash flows for such year, audited and stockholders' equity of bearing an unqualified opinion by independent certified public accountants acceptable to the Borrower Bank and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared fairly presenting the financial position of the Borrower and its Subsidiaries as at the dates indicated and in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), GAAP together with a certificate statement of such accountants stating that, in making the chief financial officer examination necessary for their report, they obtained no knowledge of the Borrower stating that no Default or Event of Default has occurred and is continuing any Default, or, if a Default or an Event such accountants shall have obtained knowledge of Default has occurred any such Default, specifying the details and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretostatus thereof; (b) As as soon as available and in any event within ninety 25 days after the end of each calendar month of the Borrower, the consolidated and consolidating balance sheets of the Borrower as of the end of such month and the related consolidated and consolidating statements of income and cash flows of the Borrower for such month all in reasonable detail, certified by the chief financial officer of the Borrower as fairly presenting the financial position of the Borrower as at the dates indicated and in accordance with GAAP; (c) as soon as available and in any event within 25 days after the end of each calendar month, a completed Working Capital Loan Borrowing Base Certificate as of the end of such month; (d) as soon as available and in any event within 25 days after the end of the first three fiscal quarters of each fiscal year of the Borrower and within 120 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of a Compliance Certificate from the Borrower and its Subsidiaries as of the end of such fiscal year period; (e) as soon as available and in any event within 25 days after the audited consolidated statements end of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto calendar month of the Borrower's independent public accountants , a monthly Accounts Receivable aging, accounts payables aging and a certification by such accountants stating that they have reviewed this Agreement inventory listing and whetheraging report of Borrower, in making their audit, they have become aware form satisfactory to the Bank; (f) as soon as available and in any event within ten days after the end of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet each fiscal year of the Borrower, a listing of all Accounts Receivable debtors including physical addresses, contact names and phone numbers; (g) Within 30 days after the end of each fiscal year of the Borrower, annual operating and capital budgets for the current fiscal year; (h) Promptly after the commencement thereof, notice of all actions, suits, investigations and proceedings before any court , tribunal, agency or other governmental authority, affecting the Borrower or any of its Subsidiaries; (i) As soon as available and its Subsidiaries in any event within 25 days after the end of each fiscal quarter of the Borrower, an Equipment sales report from the Borrower as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;period; and (cj) Not later than sixty days following such other information as the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Bank may from time to time reasonably request.

Reporting Requirements. The From the date hereof and thereafter for so long as any portion of the Commitment (or any portion thereof), any Loan or any Letter of Credit is outstanding or any Loan Party is indebted to the Agent and/or any of the Banks under any Loan Document, the Borrower shallwill, unless the Lender Majority Banks shall otherwise consent in writing, furnish or cause to be furnished to the LenderAgent: (a) As as soon as available possible and in any event within sixty days after upon acquiring knowledge of an Event of Default or Default, continuing on the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end date of such quarter and (ii) consolidated and consolidating statements statement, the written statement of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial an officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition setting forth details of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or such Event of Default has occurred and is continuing or, if a or Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; (b) As as soon as available practicable after the end of each Fiscal Year and in any event within ninety (90) days thereafter, the Borrower's GAAP Balance Sheet as at the end of such Fiscal Year and the related Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows for such Fiscal Year setting forth in each case the corresponding figures for the preceding Fiscal Year, such Borrower's GAAP Balance Sheet, Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows to be certified by a firm of independent certified public accountants of nationally recognized standing or other firm of independent certified public accountants selected by the Borrower and reasonably acceptable to the Majority Banks (it being understood that, so long as the Borrower is required to file an Annual Report on Form 10-K with the Securities and Exchange Commission, the foregoing requirements of this Section 5.03(b) shall be deemed satisfied if the Borrower has delivered to the Agent copies of its Annual Report on Form 10-K for the relevant Fiscal Year, certified by an officer of the Borrower in an Officer's Certificate as being true and correct copies thereof); (c) as soon as is practicable after the end of each fiscal year Fiscal Quarter and in any event within sixty (60) days thereafter, the Borrower's GAAP Balance Sheet as of the Borrowerend of such Fiscal Quarter, the audited related Borrower's Consolidated Income Statement for such Fiscal Quarter and the portion of the Fiscal Year to that date and the related Borrower's Consolidated Statement of Cash Flows for the portion of the Fiscal Year to that date, subject to changes resulting from year-end adjustments, such Borrower's GAAP Balance Sheet, Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows to be prepared and certified by an officer of the Borrower in an Officer's Certificate as having been prepared in accordance with GAAP except for footnotes and year-end adjustments, and to be in form reasonably satisfactory to the Majority Banks (it being understood that, for so long as the Borrower is required to file quarterly reports on Form 10-Q with the Securities and Exchange Commission, the foregoing requirements of this Section 5.03(c) shall be deemed satisfied if the Borrower has delivered to the Agent copies of such quarterly report on Form 10-Q, certified by an officer of the Borrower in an Officer's Certificate as being true and correct copies thereof); (d) simultaneously with the furnishing of each of the year-end financial statements of the Borrower and the Subsidiaries to be delivered pursuant to Section 5.03(b) and each of the quarterly statements of the Borrower and the Subsidiaries to be delivered pursuant to Section 5.03(c) an Officer's Certificate of an officer of the Borrower which shall contain a statement in the form of Exhibit F to the effect that no Event of Default or Default has occurred, without having been waived in writing, or if there shall have been an Event of Default not previously waived in writing pursuant to the provisions hereof, or a Default, such Officer's Certificate shall disclose the nature thereof. In each such Officer's Certificate the officer of the Borrower shall also calculate, set forth and certify to the accuracy of the amounts required to be calculated in the financial covenants of the Borrower contained in this Agreement and described in Exhibit F; (e) not later than April 30 of each Fiscal Year, projections for such Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries related consolidated income statement and consolidated statement of cash flows of the Borrower, in each case prepared in accordance with GAAP, as of the end of and for such fiscal year Fiscal Year and setting forth the audited consolidated statements assumptions used in preparing such projections) and, promptly when available, any revisions of such projections which, in the reasonable judgment of the Borrower, are material; (f) promptly after the commencement thereof, notice of all material actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, against the Borrower and/or any Subsidiary which have reasonable merit and if adversely determined would have a Material Adverse Effect; (g) promptly after the sending or filing thereof, copies of all material regular, periodic and special reports, if any, which the Borrower or any of the Material Subsidiaries files with the Securities and Exchange Commission; (h) such other information respecting the business, properties or the condition or operations, cash flows and stockholders' equity financial or otherwise, of the Borrower or any of the Subsidiaries as Agent may from time to time reasonably request (subject at all times to the Agent's and its Subsidiaries for such fiscal yearevery Bank's agreement and understanding that the Borrower and/or any Subsidiary will not provide any information, in each case accompanied documents or materials protected by the unqualified opinion Borrower's or such Subsidiary's attorney client privilege and/or the attorney work product doctrine); (i) written notice of the fact and of the details of any sale or transfer of any material ownership interest in any Material Subsidiary given promptly after the Borrower acquires knowledge thereof; provided, however, that this clause shall not be deemed to constitute or imply any consent to any such sale or transfer; (j) prompt written notice of any event or condition which has had, is having or would in the reasonably foreseeable future be likely to have a Material Adverse Effect, and an explanation thereof and of the actions the Borrower and/or any Subsidiary propose to take with respect thereto thereto; (k) written notice of any of the following events which could have a Material Adverse Effect, as soon as possible and in any event within 15 days after the Borrower knows or has reason to know thereof: (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, or (ii) the institution of proceedings or the taking or expected taking of any other action by the PBGC or any Loan Party or any Commonly Controlled Entity to terminate, withdraw or partially withdraw from any Plan and, with respect to any Multiemployer Plan, the reorganization (as defined in Section 4241 of ERISA) or insolvency (as defined in Section 4245 of ERISA) of such Plan and in addition to such notice, deliver to the Agent whichever of the following may be applicable: (a) an Officer's Certificate setting forth details as to such Reportable Event and the action that the applicable Loan Party or Commonly Controlled Entity proposes to take with respect thereto, together with a copy of any notice of such Reportable Event that may be required to be filed with the PBGC, or (b) any notice delivered by the PBGC evidencing its intent to institute such proceedings or any notice to the PBGC that such Plan is to be terminated, as the case may be; (l) promptly and in any event within five (5) days thereafter, written notice of any failure to make any payment when due on any Indebtedness for Borrowed Money of the Borrower or any Subsidiary having an outstanding principal balance of $10,000,000 or more; and (m) promptly and in any event within five (5) days after receipt thereof, written notice of any change in any rating of the Borrower's independent public accountants and a certification by Senior Debt Securities. Information required to be delivered pursuant to this Section 5.03 shall be deemed to have been delivered if such accountants stating that they information, or one or more annual, quarterly or other reports containing such information, shall have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with been furnished to the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year Agent and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Banks via E-mail.

Reporting Requirements. The Borrower shallwill deliver, unless or cause to be delivered, to each Bank each of the Lender following, which shall otherwise consent be in writing, furnish form and detail reasonably acceptable to the LenderRequired Banks: (a) As as soon as available available, and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, the audited consolidated annual audit report of the Borrower and its Subsidiaries with the unqualified opinion of independent certified public accountants selected by the Borrower and acceptable to the Agent, which annual report shall include the balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated related statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such the fiscal yearyear then ended, prepared on a consolidated and consolidating basis, all in each case accompanied by reasonable detail and prepared in accordance with GAAP, together with a certificate of the unqualified opinion with respect thereto chief financial officer of the Borrower's independent public accountants and a certification by such accountants , substantially in the form of Exhibit E, stating that they have reviewed this Agreement such annual audit report has been prepared in accordance with GAAP and whether, in making their audit, they have become aware whether or not such officer has knowledge of the occurrence of any Default or Event of Default and hereunder and, if so, describing its naturestating in reasonable detail the facts with respect thereto; (b) as soon as available and in any event on or before the applicable Quarterly Financial Statement Due Date after the end of each fiscal quarter of the Borrower, along with the related unaudited consolidating an unaudited/internal balance sheet and statement of income, cash flow and retained earnings of the Borrower and its Subsidiaries as of at the end of and for such fiscal year quarter and for the year-to-date period then ended, prepared on a consolidated and consolidating basis, in reasonable detail and the unaudited consolidating figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP hereof, subject to year-end audit adjustments; and accompanied by a certificate of the chief financial officer of the Borrower, substantially in the form of Exhibit F, stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, (ii) whether or not such officer has knowledge of operationsthe occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, cash flows' if so, stating in reasonable detail the facts with respect thereto, and stockholders' equity (iii) all relevant facts in reasonable detail to evidence, and the computations as to (A) the status of the Borrower and its Subsidiaries for such fiscal yearpurposes of establishing the appropriate Eurodollar Rate Margin, Floating Rate Margin and Commitment Fee Percentage and (B) whether or not the Borrower and its Subsidiaries are in compliance with the requirements set forth in Sections 5.8 through 5.10, 6.10 and 6.15; (c) Not not later than sixty thirty (30) days following after the end beginning of each fiscal quarter a certificate signed year of the Borrower, the projected balance sheets, income statements, capital expenditures budget, and cash flow statements for the Borrower and its Subsidiaries for such year, each in reasonable detail, representing the good faith projections of the Borrower for such year, and certified by the chief financial officer of the Borrower substantially as being the most accurate projections available and identical to the projections used by the Borrower and its Subsidiaries for internal planning purposes, together with such supporting schedules and information as the Agent from time to time may reasonably request; (d) immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the form Borrower or any of Exhibit 6.1its Subsidiaries of the type described in Section 4.6 or which (i) seek a monetary recovery against, the Borrower or any of its Subsidiaries in excess of $1,000,000; or (ii) if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect. (e) as promptly as practicable (but in any event not later than five (5) Business Days) after an officer of a Borrower obtains knowledge of the occurrence of a Default or Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of a Borrower setting forth the steps being taken by the Borrower or any of its Subsidiaries to cure the effect of such Default or Event of Default;

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish to the Lender: (a) Annual Financial Statements. As soon as available available, and in any event within sixty ninety (90) days after the end of each of the first three quarters of each fiscal year of Borrower, beginning with the Borrower and its Subsidiaries, fiscal year ending December 31, 2005, (i) a copy of the annual audit report of Borrower and the Subsidiaries for such fiscal year containing, on a consolidated and consolidating basis, balance sheet sheets and statements of the Borrower income, retained earnings, and its Subsidiaries cash flow as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with for the end of such quarter12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and duly audited and certified by an independent certified public accountants of recognized standing acceptable to Lender, to the chief financial officer of the Borrower as having effect that such report has been prepared in accordance with generally accepted accounting principles consistently applied GAAP and containing no material qualifications or limitations on scope; and (subject to addition of notes and ordinary year-end audit adjustments), together with ii) a certificate of the chief financial officer of the Borrower such independent certified public accountants to Lender (A) stating that to their knowledge no Default or Event of Default has occurred and is continuing orcontinuing, or if in their opinion a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof thereof, and (B) confirming the action that calculations set forth in the Borrower proposes to take with respect theretoofficer's certificate delivered simultaneously therewith; (b) Quarterly Financial Statements. As soon as available available, and in any event within ninety thirty (30) days after the end of each of the quarters of each fiscal year of the Borrower, the audited consolidated balance sheet a copy of the an unaudited financial report of Borrower and its Subsidiaries as of the end of such fiscal quarter and for the portion of the fiscal year then ended, containing, on a consolidated and the audited consolidated consolidating basis, balance sheets and statements of operationsincome, retained earnings, and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearflow, in each case accompanied by setting forth in comparative form the unqualified opinion with respect thereto figures for the corresponding period of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such preceding fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed , all in reasonable detail certified by the chief financial officer of Borrower to have been prepared in accordance with GAAP and to fairly and accurately present (subject to year-end audit adjustments) the financial condition and results of operations of Borrower substantially in and its Subsidiaries, on a consolidated and consolidating basis, at the form of Exhibit 6.1date and for the periods indicated therein;

Reporting Requirements. The Borrower shallCo-Borrowers will deliver, unless the Lender shall otherwise consent in writingor cause to be delivered, furnish to the LenderBank each of the following, which shall be in form and detail reasonably acceptable to the Bank: (a) As as soon as available available, and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, one hundred twenty (i120) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the BorrowerCo-Borrowers, the audited consolidated balance sheet annual financial statements of the Borrower Consolidated Group with the unqualified opinion of independent certified public accountants selected by the Consolidated Group and its Subsidiaries acceptable to the Bank, which annual financial statements shall include the balance sheets of the Consolidated Group as of at the end of such fiscal year and the audited consolidated related statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower Consolidated Group for the fiscal year then ended, prepared on a consolidating and its Subsidiaries for such fiscal yearconsolidated basis, all in each case accompanied by the unqualified opinion reasonable detail and prepared in accordance with respect thereto of the Borrower's independent public accountants and GAAP, together with (i) a certification report signed, by such accountants stating that they have reviewed this Agreement and whether, in making their auditthe investigations necessary for said opinion they obtained no knowledge, they have become aware except as specifically stated, of any Default or Event of Default hereunder and all relevant facts in reasonable detail to evidence, and the computations as to, whether or not the Co-Borrowers are in compliance with the Financial Covenants; and (ii) a certificate of the chief financial officer of the Co-Borrowers, substantially in the form of Exhibit F, stating that such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder and, if so, describing its naturestating in reasonable detail the facts with respect thereto, along with and a budget for the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such current fiscal year and financial projections for the unaudited consolidating statements of operations, cash flows' current fiscal year and stockholders' equity of for the Borrower and its Subsidiaries for such immediately succeeding fiscal year; (b) as soon as available and in any event within thirty (30) days after the end of each fiscal month of the Co-Borrowers, an unaudited/interim balance sheet and statement of income, cash flow and retained earnings of the Consolidated Group as at the end of and for such fiscal month and for the year-to-date period then ended, prepared on a consolidating and consolidated basis, in reasonable detail and stating in comparative form the budget of the Consolidated Group for such fiscal month and for the year-to-date period then ended and the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP, subject to year-end audit adjustments; (c) Not later than sixty as soon as available and in any event within twenty (20) days following after the end of each fiscal quarter of the Co-Borrowers, a certificate signed by of the chief financial officer of the Borrower Co-Borrowers, substantially in the form of Exhibit 6.1G, stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the computations as to (A) the applicable Status for purposes of establishing the appropriate Margins and (B) whether or not the Co-Borrowers are in compliance with the Financial Covenants; (d) within fifteen (15) days after the end of each month, a properly completed and executed Borrowing Base Certificate as at the end of such month; (e) not later than January 31 of each fiscal year of the Co-Borrowers, the projected balance sheets, income statements, Capital Expenditures budget, and cash flow statements for the Consolidated Group for each month of such year, each in reasonable detail, representing the good faith projections of the Co-Borrowers for each such month, and certified by the Co-Borrowers’ chief financial officer as being the most accurate projections available and identical to the projections used by the Co-Borrowers for internal planning purposes, together with such supporting schedules and information as the Bank from time to time may reasonably request; (f) as soon as available and in any event within thirty (30) days after the end of each fiscal month of the Co-Borrowers, any and all receivables schedules, collection, agings of accounts receivable and accounts payable, inventory reports and such other material reports, records or information as the Bank from time to time may reasonably request; (g) as soon as available and in any event within thirty (30) days after the end of each fiscal month of the Co-Borrowers, an account statement with respect to the Account (as defined in the Securities Account Pledge Agreement) from the institution holding such Account; (h) immediately after the commencement thereof, notice in writing of all uninsured litigation and of all proceedings before any governmental or regulatory agency affecting any Credit Party of the type described in Section 4.6 or which (i) seek a monetary recovery against any Credit Party in excess of $250,000 or (ii) if determined adversely to any Credit Party, could reasonably be expected to have a Material Adverse Effect; (i) as promptly as practicable (but in any event not later than five (5) Business Days) after an officer of the Co-Borrowers obtains knowledge of the occurrence of a Default or Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of the Co-Borrowers setting forth the steps being taken by the Co-Borrowers to cure the effect of such Default or Event of Default; (j) as promptly as practicable, and in any event within thirty (30) days after the Co-Borrowers know or have reason to know that any Reportable Event with respect to any Pension Plan has occurred, the Co-Borrowers will deliver to the Bank a statement of the Co-Borrowers’ (or, as applicable, other Credit Party’s) chief financial officer setting forth details as to such Reportable Event and the action which the Co-Borrowers (or, as applicable, other Credit Party) propose to take with respect thereto, together with a copy of the notice of such Reportable Event to the Pension Benefit Guaranty Corporation; (k) as promptly as practicable, and in any event within ten (10) days after any Credit Party fails to make any quarterly contribution required with respect to any Pension Plan under Section 412(m) of the Code, the Co-Borrowers will deliver to the Bank a statement of the Co-Borrowers’ (or, as applicable, other Credit Party’s) chief financial officer setting forth details as to such failure and the action which the Co-Borrowers (or, as applicable, other Credit Party) propose to take with respect thereto, together with a copy of any notice of such failure required to be provided to the Pension Benefit Guaranty Corporation; (l) as promptly as practicable, and in any event with ten (10) days after the Co-Borrowers know or have reason to know that the Co-Borrowers or any other Credit Party have or are reasonably expected to have any liability under Section 4201 or 4243 of ERISA for any withdrawal, partial withdrawal, reorganization or other event under any Multiemployer Plan, the Co-Borrowers will deliver to the Bank a statement of the Co-Borrowers’ (or, as applicable, other Credit Party’s) chief financial officer setting forth details as to such liability and the action which Co-Borrowers (or, as applicable, other Credit Party) propose to take with respect thereto; (m) promptly upon obtaining knowledge thereof, notice of the violation by any Credit Party of any law, rule or regulation, the non-compliance with which could reasonably be expected to have a Material Adverse Effect; (n) promptly upon their distribution, copies of all financial statements, reports, proxy statements and other communications which the Co-Borrowers shall have sent to its stockholders; (o) promptly after the sending or filing thereof, copies of all regular and periodic financial reports which the Co-Borrowers shall file with the Securities and Exchange Commission or any national securities exchange; and (p) not later than December 31 of each year, updated certificates of insurance in each case demonstrating coverage for all tangible Collateral and showing the Bank as additional insured, loss payee and otherwise satisfying all requirements specified in any Loan Document.

Reporting Requirements. The Borrower shall, unless Furnish to each Lender in the Lender shall otherwise consent manner prescribed in writing, furnish to the Lender:last paragraph of this subsection (h): (ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case such consolidated statements to be accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the unqualified opinion scope of such audit, together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants said officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the related unaudited consolidating balance sheet of Securities and Exchange Commission for any year shall satisfy the Borrower and its Subsidiaries as of the end of Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as possible, and in any event within five Business Days after the Borrower becomes aware of the existence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, after due inquiry, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower and its Subsidiaries, (i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity operations of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; (biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operations, changes in shareholders’ equity (if applicable) and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent PricewaterhouseCoopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower; (v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements (without exhibits) and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary); (vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower proposes to take with respect thereto; (vii) promptly upon becoming aware thereof, notice of any change in the Fitch Rating, the ▇▇▇▇▇’▇ Rating or the S&P Rating; and (viii) such other information respecting the business, operations or condition, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder or (v) relates to a request for an extension of the scheduled Termination Date pursuant to Section 2.17 or an increase in the Commitments pursuant to Section 2.18 (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on Exelon’s or the Borrower’s Internet website). Notwithstanding the foregoing, the Borrower agrees that, to the extent requested by the Administrative Agent or any Lender, it will continue to provide “hard copies” of Communications to the Administrative Agent or such Lender, as applicable. The Borrower further agrees that the Administrative Agent may make Communications available to the Lenders by posting such Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) that such notice may be sent to such e-mail address.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish directly to the Lender:Bank: ---------------------- (ai) As as soon as available and in any event within sixty 120 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statements of cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the respective consolidated figures for the corresponding date and period in the prior fiscal year, and all prepared in accordance with generally accepted accounting principles and as to the consolidated statements accompanied by an opinion thereon acceptable to the Bank by independent accountants of national standing selected by the Borrower; ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such quarter and (ii) a consolidated and consolidating income statement and statements of operations, cash flows and stockholders' equity of the Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly stating in comparative form the respective consolidated and consolidating figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with generally accepted accounting principles and certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments); iii) promptly upon receipt thereof, together copies of any reports submitted to the Borrower or any of its Subsidiaries by independent certified public accountants in connection with examination of the financial statements of the Borrower or any such Subsidiary made by such accountants; iv) simultaneously with the delivery of the financial statements referred to above, a certificate of the chief financial officer Chief Financial Officer of the Borrower stating (i) certifying that to the best of his knowledge no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes which is proposed to take be taken with respect thereto, and (ii) with computations demonstrating compliance with the covenants contained in Sections 5c, 5d, 5e and 5f; (bv) As promptly after the commencement thereof, notice of each action, suit, and proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries; vi) as soon as available and in any event within ninety days possible after the end occurrence of each fiscal year Default or Event of Default, a written notice setting forth the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end details of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if sothe action which is proposed to be taken by the Borrower with respect thereto; vii) at all times indicated in (i) above, describing a copy of the management letter prepared by the independent auditors; viii) as soon as available, (A) each financial statement, report, notice and proxy statement sent or made available by the Borrower or by any Subsidiary to holders of its naturestock generally, along (B) each periodic or special report, registration statement, prospectus and other written communication other than a transmittal letter filed by the Borrower or by any Subsidiary with, and each written communication received by the Borrower or by any Subsidiary from, any securities exchange or the Securities and Exchange Commission, (C) each annual report relating to any Pension Plan and filed with the related unaudited consolidating balance sheet Internal Revenue Service, with the Department of Labor or with the Pension Benefit Guaranty Corporation and (D) each press release and other statement made available by the Borrower or by any Subsidiary to the public generally and relating to the business, operations, assets, affairs or condition (financial or other) of the Borrower or of any Subsidiary; ix) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower and any of its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Bank may reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to such Borrower continuing on the date of such statement, a statement of an authorized officer of such Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which such Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of such Borrower (commencing with the quarter ending March 31, 2003), a copy of such Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if such Borrower and its Subsidiaries, (i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the such Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity income of the such Borrower and its Subsidiaries for the period commencing at the end portion of the previous such Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the such Borrower stating that no Default or Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the which such Borrower proposes to take with respect thereto; (biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the such Borrower, a copy of such Borrower’s Annual Report on Form 10-K filed with the audited Securities and Exchange Commission with respect to such fiscal year (or, if such Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the such Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsincome, retained earnings (if applicable) and cash flows and stockholders' equity of the such Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent Pricewaterhouse Coopers LLP or other certified public accountants and of recognized national standing), together with a certification by certificate of an authorized officer of such accountants Borrower stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if soany such Event of Default or Unmatured Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action which such Borrower proposes to take with respect thereto; (iv) concurrently with the related unaudited consolidating balance sheet delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of such Borrower; (v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that such Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that such Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee or dividend reinvestment plans of such Borrower or such Subsidiary); (vi) promptly upon becoming aware of the institution of any steps by such Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that such Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan, which could result in the incurrence by such Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action such Borrower proposes to take with respect thereto; (vii) promptly upon becoming aware thereof, notice of any change in the M▇▇▇▇’▇ Rating or the S&P Rating for such Borrower; and (viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of such Borrower or any of its Subsidiaries as of any Lender, through the end of such fiscal year and the unaudited consolidating statements of operationsAdministrative Agent, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1may from time to time reasonably request.

Reporting Requirements. The Borrower shallEach of Newark, unless the Lender each Newark Subsidiary, VCP Exportadora and VCP shall otherwise consent in writing, furnish provide to the Lender:Administrative Agent (who shall promptly distribute to the Lenders): (a) As as soon as available and in any event within sixty 120 days after the end of each of the first three quarters last day of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating VCP Exportadora, annual audited financial statements of operationsVCP Exportadora, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end opinion thereon of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as internationally recognized independent public accountants satisfactory to the nature thereof Administrative Agent, and the action that the Borrower proposes to take with respect thereto; (b) As as soon as available and in any event within ninety 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of VCP Exportadora, quarterly unaudited financial statements of VCP Exportadora as at and for the Borrower, quarterly period ending on the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with GAAP, (b) as soon as available and in any event within 120 days after the last day of each fiscal year and the audited consolidated of Newark, annual unaudited financial statements of operations, cash flows and stockholders' equity of the Borrower Newark and its Subsidiaries for such fiscal yearconsolidated Subsidiaries, and as soon as available and in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty event within 60 days following after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of Newark, quarterly unaudited financial statements of Newark and its consolidated Subsidiaries as at and for the quarterly period ending on the last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with GAAP; (c) as soon as available and in any event within 120 days after the last day of each fiscal year of VCP, annual audited consolidated financial statements of VCP, with the opinion thereon of internationally recognized independent public accountants satisfactory to the Administrative Agent, and as soon as available and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of VCP, quarterly unaudited consolidated financial statements of VCP as at and for the quarterly period ending on the last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with both GAAP and U.S. GAAP, (d) each time financial statements are required to be delivered under clause (a), (b) or (c), a certificate signed by of the chief financial officer (or more senior officer) of VCP Credit Agreement 42 Exportadora, Newark or VCP, as applicable: (i) with respect to VCP only, providing a calculation (in reasonable detail) of the Borrower substantially Debt Service Coverage Ratio, the Net Debt to EBITDA Ratio and the Total Debt to Total Capitalization Ratio as of the end of the most recent Fiscal Semester (or most recent fiscal quarter, in the form case of Exhibit 6.1the Debt Service Coverage Ratio), and (ii) certifying that his/her review has not disclosed the existence of a Default or, if any Default then exists, specifying the nature and period of existence thereof and what action Newark, the Newark Subsidiaries, VCP Exportadora and/or VCP has taken or proposes to take with respect thereto, (e) within two Business Days after either Newark, either Newark Subsidiary, VCP Exportadora or VCP obtains knowledge of any Default or any default, early amortization event or similar event under the Other Facility, a certificate of the chief financial officer or the chief accounting officer thereof setting forth the details thereof and the action(s) that is/are being taken or is/are proposed to be taken with respect thereto, (f) promptly (and, in any event, within five Business Days after Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge thereof) notice of any litigation, claim, investigation, arbitration, other proceeding or controversy pending or, to its knowledge, threatened involving or affecting any Obligor: (i) that could give rise to a Lien on any of its Properties, other than Permitted Liens, (ii) that could reasonably be expected to have a Material Adverse Effect or (iii) relating to any of the Loan Documents or Sales Agreements, (g) promptly (and, in any event, within five Business Days after Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge thereof), notice of any other event or development that could reasonably be expected to have a Material Adverse Effect, (h) promptly (and, in any event, within five Business Days after being filed with the U.S. Securities and Exchange Commission), copies of any public filings made therewith, and (i) from time to time such other information with respect to the Obligors, the Loan Documents, the Sales Agreements and/or the transactions contemplated hereby or thereby as any Lender (through the Administrative Agent) or either Agent may reasonably request.

Reporting Requirements. The Furnish to each Lender: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower shall, unless the Lender shall otherwise consent in writing, furnish proposes to the Lender: take with respect thereto; (aii) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently consistent with those applied (subject in the preparation of the financial statements referred to addition in Section 5(d) of notes and ordinary year-end audit adjustments)the Support Agreement, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; ; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case (x) accompanied by the unqualified opinion audit report of Arthur Andersen & Co. or another nationally-recognized ▇▇▇▇pe▇▇▇▇▇ ▇▇blic accounting firm acceptable to the Majority Lenders if at any time during such fiscal year the Reference Ratings were Baa2 or lower (in the case of Moody's) or BBB or lower (in the case of S&P) or (y) in ▇▇▇▇▇▇able detail and duly certified by a Senior Financial Officer as having been prepared in accordance (in all material respects) with respect thereto generally accepted accounting principles consistent with those applied in the preparation of the Borrower's independent public accountants and financial statements referred to in Section 5(d) of the Support Agreement, together with a certification by such accountants certificate of a Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (iv) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the related unaudited consolidating balance sheet definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (v) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vi) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan (if any) to which the Borrower or any ERISA Affiliate of the Borrower is a contributing employer; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $250,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.01(g) or (B) for which the Agent, the Lenders will be entitled to indemnity under Section 8.04(c); (ix) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or the Parent files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and (x) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as of the end of such fiscal year and Agent or any Lender through the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a Altria, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower Altria and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower Altria and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of Altria; (ii) as soon as available and in any event within 100 days after the Borrower end of each fiscal year of Altria, a copy of the consolidated financial statements for such year for Altria and its Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as having been prepared of the date of this Agreement, are one of the “big four” accounting firms); (iii) all reports which Altria sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the Securities and Exchange Commission) which Altria files with the Securities and Exchange Commission; (iv) as soon as possible and in accordance with generally accepted accounting principles consistently applied (subject to addition any event within five days after the occurrence of notes each Event of Default and ordinary year-end audit adjustments)each Default, together with continuing on the date of such statement, a certificate statement of the chief financial officer or treasurer of the Borrower stating that no Default or Altria setting forth details of such Event of Default has occurred and is continuing or, if a or Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower which Altria has taken and proposes to take with respect thereto; (bv) As soon as available during the period when compliance with Section 5.01(c) is required hereunder and in any event within ninety 60 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter of Altria, a certificate signed by statement of the chief financial officer or treasurer of Altria certifying compliance with the Borrower substantially requirements of Section 5.01(c) and setting forth the relevant calculations; and (vi) such other information respecting the condition or operations, financial or otherwise, of Altria or any Major Subsidiary as any Lender through JPMorgan Chase, as Administrative Agent, may from time to time reasonably request. In lieu of furnishing the Lenders the items referred to in clauses (i), (ii) and (iii) above, Altria may make such items available on the form internet at w▇▇.▇▇▇▇▇▇.▇▇▇ (which website includes an option to subscribe to a free service alerting subscribers by e-mail of Exhibit 6.1new Securities and Exchange Commission filings) or any successor or replacement website thereof, or by similar electronic means.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower (commencing with the quarter ending September 30, 2003), a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and its Subsidiaries, Exchange Commission with respect to such quarter (i) or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity income of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; (biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsincome, cash flows retained earnings (if applicable) and stockholders' equity cashflows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent Pricewaterhouse Coopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, the Treasurer or an Assistant Treasurer of the Borrower; (v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee or dividend reinvestment plans of the Borrower or such Subsidiary); (vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower proposes to take with respect thereto; (vii) promptly upon becoming aware thereof, notice of any change in the ▇▇▇▇▇’▇ Rating or the S&P Rating; and (viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent Seller and Servicer will maintain a system of accounting established and administered in writing, furnish accordance with GAAP and will provide to the LenderAgent (in multiple copies, if requested by the Agent) the following: (a) As as soon as available and in any event within sixty 90 days after the end of each fiscal year of the Parent, a copy of the audited consolidated financial statements for such year of the Parent and its consolidated Subsidiaries, certified by independent accountants of nationally recognized standing, together with calculations, certified by the chief financial officer or chief accounting officer of the Parent, of the Adjusted Consolidated Tangible Net Worth as of the end of such fiscal year and the Interest Coverage Ratio as of the end of the fiscal quarter ending on the last day of such fiscal year; (b) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Parent, a consolidated and consolidating balance sheet of the Borrower Parent and its consolidated Subsidiaries as of the end of such quarter and (ii) including the prior comparable period, and consolidated and consolidating statements of operations, cash flows and stockholders' equity operations of the Borrower Parent and its consolidated Subsidiaries for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter prepared in accordance with GAAP, together with calculations of the Adjusted Consolidated Tangible Net Worth and Interest Coverage Ratio as of the end of such fiscal quarter, all in reasonable detail such balance sheet, statements of operations, and duly calculations to be certified by the chief financial officer or chief accounting officer of the Borrower Parent identifying such balance sheets or statements as having been prepared being the balance sheets or statements described in accordance with generally accepted accounting principles consistently applied this paragraph (b) and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries as of and for the periods then ended, subject to addition of notes and ordinary year-end audit adjustments)adjustments consisting only of normal, together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred recurring accruals and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as subject to the nature thereof auditors' year end report and the action confirming that the Borrower proposes to take Parent is in compliance with respect theretoall financial conditions in this Agreement; (bc) As as soon as available and in any event within ninety 90 days after the end of each fiscal year of the BorrowerSeller, a copy of the audited consolidated financial statements for such year of the Seller, certified by independent accountants of nationally recognized standing; and (d) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Seller, a balance sheet of the Borrower Seller as of the end of such quarter and including the prior comparable period, and consolidated statements of income of the Seller for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter prepared in accordance with GAAP, certified by the officer of the Seller responsible for its Subsidiaries financial affairs identifying such balance sheets or statements as being the balance sheets or statements described in this paragraph (d) and stating that the information set forth therein fairly presents the financial condition of the Seller as of and for the periods then ended, subject to year-end adjustments consisting only of normal, recurring accruals and subject to the auditors' year end report and confirming that the Seller is in compliance with all financial covenants in this Agreement. (e) as soon as available and in any event within 90 days after the end of each fiscal year of the Servicer, a balance sheet of the Servicer as of the end of such fiscal year year, and the audited consolidated statements a statement of operations, cash flows and stockholders' equity operations of the Borrower and its Subsidiaries Servicer for such fiscal yearyear prepared in accordance with GAAP, in each case accompanied such balance sheet and statements of operations to be certified by the unqualified opinion with respect thereto chief financial officer or chief accounting officer of the Borrower's independent public accountants Servicer identifying such balance sheets or statements as being the balance sheets or statements described in this paragraph and a certification by such accountants stating that they have reviewed this Agreement the information set forth therein fairly presents the financial condition of the Servicer as of and whetherfor the fiscal year then ended; (f) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Servicer, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating a balance sheet of the Borrower Servicer as of the end of such quarter and its Subsidiaries including the prior comparable period, and a statement of operations of the Servicer for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter prepared in accordance with GAAP, such balance sheet and statement of operations to be certified by the chief financial officer or chief accounting officer of the Servicer identifying such balance sheets or statements as being the balance sheets or statements described in this paragraph and stating that the information set forth therein fairly presents the financial condition of the Servicer as of and for the periods then ended, subject to year-end adjustments consisting only of normal, recurring accruals; (g) as soon as available and in any event within 90 days after the end of each fiscal year of the HomePride SPV, a balance sheet of HomePride SPV as of the end of such fiscal year year, and the unaudited consolidating statements a statement of operations, cash flows' and stockholders' equity operations of the Borrower and its Subsidiaries HomePride SPV for such fiscal year; (c) Not later than sixty days following the end year prepared in accordance with GAAP, such balance sheet and statements of each fiscal quarter a certificate signed operations to be certified by the chief financial officer or chief accounting officer of HomePride SPV identifying such balance sheets or statements as being the balance sheets or statements described in this paragraph and stating that the information set forth therein fairly presents the financial condition of HomePride SPV as of and for the fiscal year then ended; (h) as soon as available and in any event within 45 days after the end of each of the Borrower substantially first three quarters of each fiscal year of HomePride SPV, a balance sheet of HomePride SPV as of the end of such quarter and including the prior comparable period, and a statement of operations of HomePride SPV for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter prepared in accordance with GAAP, such balance sheet and statement of operations to be certified by the chief financial officer or chief accounting officer of HomePride SPV identifying such balance sheets or statements as being the balance sheets or statements described in this paragraph and stating that the information set forth therein fairly presents the financial condition of HomePride SPV as of and for the periods then ended, subject to year-end adjustments consisting only of normal, recurring accruals; (i) concurrently with the delivery of the financial statements referred to in Section 9.11, a certificate of a Responsible Officer of the Seller stating that, to the best of such Responsible Officer's knowledge, the Seller during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the form Transaction Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of Exhibit 6.1any Termination Event or Incipient Termination Event, except as specified in such certificate; (j) as soon as possible and in any event within one day after the occurrence of each Termination Event or Incipient Termination Event, a statement of the principal financial officer of the Seller setting forth details of such Termination Event or Incipient Termination Event and the action that the Seller has taken and proposes to take with respect thereto; (k) promptly upon the furnishing thereof to the shareholders of the Parent or the Servicer, copies of all financial statements, reports and proxy statements so furnished; (l) promptly after sending or filing thereof and upon request by the Agent therefor, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Parent or any of its Subsidiaries files with the Securities and Exchange Commission; (m) promptly after the filing or receiving thereof, copies of all reports and notices that the Parent or any Affiliate thereof files under ERISA with the Internal Revenue Service or the PBGC or the U.S. Department of Labor or that the Parent or any Affiliate thereof receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Parent or any Affiliate thereof is or was, within the preceding five years, a contributing employer; (n) at least 30 days prior to any change in the name of either Servicer Party or the Seller, a notice setting forth the new name and the effective date thereof; (o) promptly after the Seller or Servicer obtains knowledge thereof, notice of any "Event of Termination" or "Facility Termination Date" under the Purchase and Sale Agreement;

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender: (ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along with a statement as to the related unaudited consolidating balance sheet of nature thereof and the action that the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearproposes to take with respect thereto; (civ) Not later than sixty days following concurrently with the end delivery of each fiscal quarter the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the chief principal executive officer and the principal financial officer of the Borrower substantially (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.02(h) and (iii) stating whether any change in GAAP or the form application thereof has occurred since the date of Exhibit 6.1the audited financial statements referred to in Section 4.01 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.01(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.04(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender Maintain a system of accounting in accordance with GAAP consistently applied and shall otherwise consent in writing, furnish to the LenderBank: (ai) As as soon as available possible and in any event within sixty ten (10) days after the occurrence of an Event of Default or any event which, with the giving of notice, lapse of time, or both, would constitute an Event of Default, the statement of an Authorized Officer setting forth details of such Event of Default or event and the action which Borrowers have taken or propose to take to cure the same; (ii) as soon as available, copies of the periodic Form 10-Q quarterly report or comparable successor report filed by K-V with the Securities and Exchange Commission or any successor agency; provided, that if such report is not made available within forty-five (45) days after the end of each of the first three quarters quarterly accounting periods in each fiscal year of K-V beginning with the quarter ending June 30, 1997, K-V shall immediately deliver to Bank an internally-prepared balance sheet of K-V and its Subsidiaries on a consolidated basis as at the end of such quarter and the related statements of operations and statements of cash flows of K-V and its Subsidiaries on a consolidated basis for such quarter and for the portion of the fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation, in accordance with GAAP (other than footnotes thereto), by an Authorized Officer or Controller (if such Controller is a corporate officer) of K-V; (iii) as soon as available, copies of the Form 10-K Annual Report or comparable successor report filed by K-V with the Securities and Exchange Commission or any successor agency; provided, that if such report is not made available within ninety (90) days after the close of each fiscal year of the Borrower and its Subsidiaries, (i) K-V, K-V shall immediately deliver to Bank a consolidated and consolidating balance sheet and the related consolidated statements of the operations and stockholders' equity and statements of cash flows of Borrower and its Subsidiaries on a consolidated basis as of the end of such quarter fiscal year, fairly and (ii) accurately presenting the financial condition of K-V and its Subsidiaries on a consolidated basis as at such date and consolidating statements the results of operations, cash flows and stockholders' equity operations of the Borrower and its Subsidiaries for the period commencing at the end of the previous such fiscal year and ending with setting forth in each case in comparative form the end corresponding figures for the corresponding period of such quarterthe preceding fiscal year, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been detail, prepared in accordance with generally accepted accounting principles GAAP consistently applied applied, and audited by BDO Seidman, LLP or such othe▇ ▇▇▇▇▇endent certified public accountants acceptable to Bank (subject the "Accountants"); (iv) Together with each delivery of the Annual Reports or financial statements required by subsection (v) above, K-V shall deliver to addition of notes and ordinary year-end audit adjustments), together with Bank a certificate executed by the President or Chief Financial Officer of the chief financial officer of the each Borrower stating that no Default or whether any Event of Default has occurred Default, or event which, with the passage of time or giving of notice or both, would constitute such an Event of Default, currently exists and is continuing orand what activities, if a Default any, Borrowers are taking or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes proposing to take with respect thereto; (v) concurrently with the delivery of the reports and/or financial statements referred to in Sub-paragraphs (ii) and (iii), a compliance certificate duly completed and executed by both the Chairman of the Board or President and the Chief Financial Officer of each Borrower (a) stating that Borrower has observed and performed all of its covenants and other agreements and satisfied every condition, contained in this Agreement, the Term Note, the Revolving Note and all Other Agreements to which Borrower is a party to be observed, performed or satisfied by it and that such officer has no knowledge of any Event of Default except as specified in such certificate, (b) As stating that, to the best of such officer's knowledge, all such financial statements are complete and correct in all respects and have been prepared in accordance with GAAP consistently applied throughout the periods reflected therein, and (c) showing calculations of compliance with the financial covenants set forth in Paragraph 8.2(g) below; (vi) promptly upon receipt and, in any event, within fifteen (15) days after receipt thereof, copies of all auditors' letters to management and management's response thereto pertaining to the balance sheet and related financial statements of K-V and its Subsidiaries; (vii) (A) as soon as available possible and in any event (i) within ninety thirty (30) days after the end of each fiscal year any Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any Plan has occurred and (ii) within ten (10) days after any Borrower or any ERISA Affiliate knows or has reason to know that any other ERISA Termination Event with respect to any Plan has occurred, a statement of the Chief Financial Officer (or designee) of such Borrower describing such ERISA Termination Event and the action, if any, which Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of or any such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion ERISA Affiliate proposes to take with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearthereto; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a Altria, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower Altria and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower Altria and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoAltria; (bii) As as soon as available and in any event within ninety 100 days after the end of each fiscal year of the BorrowerAltria, the audited consolidated balance sheet a copy of the Borrower consolidated financial statements for such year for Altria and its Subsidiaries Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the end date of such fiscal year and the audited consolidated statements of operationsthis Agreement, cash flows and stockholders' equity are one of the Borrower “big four” accounting firms); (iii) all reports which Altria sends to any of its shareholders, and its Subsidiaries for such fiscal year, in each case accompanied copies of all reports on Form 8-K (or any successor forms adopted by the unqualified opinion Securities and Exchange Commission) which Altria files with respect thereto the Securities and Exchange Commission; (iv) as soon as possible and in any event within five days after the occurrence of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or each Event of Default and if soeach event which, describing its nature, along with the related unaudited consolidating balance sheet giving of notice or lapse of time, or both, would constitute an Event of Default, continuing on the Borrower and its Subsidiaries as of the end date of such fiscal year and the unaudited consolidating statements statement, a statement of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or treasurer of Altria setting forth details of such Event of Default or event and the Borrower substantially action which Altria has taken and proposes to take with respect thereto; and (v) such other information respecting the condition or operations, financial or otherwise, of Altria or any Major Subsidiary as any Lender through JPMorgan Chase, as Administrative Agent, may from time to time reasonably request. In lieu of furnishing the Lenders the items referred to in clauses (i), (ii) and (iii) above, Altria may make such items available on the form internet at ▇▇▇.▇▇▇▇▇▇.▇▇▇ (which website includes an option to subscribe to a free service alerting subscribers by e-mail of Exhibit 6.1new Securities and Exchange Commission filings) or any successor or replacement website thereof, or by similar electronic means.

Reporting Requirements. The Borrower shallSo long as any Obligation ---------------------- hereunder or under any Loan Document shall remain unpaid, unless the or any Letter of Credit shall be outstanding, or any Lender shall otherwise consent in writinghave any Term Loan Commitment or Revolving Facility Commitment hereunder, the Borrower will furnish to each Lender (and, in the Lendercase of the Notice of Debt to Operating Cash Flow Ratio, also to the Administrative Agent) the following: (a) As soon as available and in any event within sixty days In a form reasonably acceptable to the Majority Lenders (i) on or before the 25th day after the end of each month that is not the last month of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating Fiscal Quarter, Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end last day of such quarter month and (ii) consolidated and consolidating Consolidated statements of operationsincome and retained earnings (including the sales and Operating Cash Flow components thereof) and Consolidated statements of changes in cash flow (including, without limitation, cash flows payments in respect of Capital Expenditures and stockholders' equity Film Expense) of the Borrower and its Subsidiaries for such month and for the period commencing at on the end first day of such Fiscal Year and ending on the last day of such month (and, in the case of such statements of income, comparing the actual amounts thereof with the amounts budgeted therefor and with the actual amounts thereof in the equivalent periods of the previous fiscal year and ending with the end of such quarterimmediately preceding Fiscal Year), all in reasonable detail and duly each case certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)Borrower, together with (A) a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken or proposes to take with respect thereto;thereto and (B) a schedule (each, a "Notice of Debt to Operating Cash Flow Ratio") ------------------------------------------- prepared by the chief financial officer of the Borrower, in form satisfactory to the Lenders, of the computations used by the Borrower to determine the Debt to Operating Cash Flow Ratio as of the last day of such month. (b) As soon as available and in any event within ninety 45 days after the end of each fiscal year of the first three quarters of each Fiscal Year of the Borrower, the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year quarter, and the audited consolidated related Consolidated statements of operations, income and retained earnings and Consolidated statements of changes in cash flows and stockholders' equity flow of the Borrower and its Subsidiaries for each of such fiscal yearquarters and the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, in each case accompanied in form and substance satisfactory to the Lenders, certified by the unqualified opinion chief financial officer of the Borrower as having been prepared in accordance with respect thereto generally accepted accounting principles, together with (i) a certificate of the chief financial officer of the Borrower's independent public accountants , substantially in the form of Exhibit T and (ii) a certification schedule prepared by such accountants stating that they have reviewed this Agreement and whetherthe chief financial officer of the Borrower, in making their auditform satisfactory to the Lenders, they have become aware of any Default or Event the computations used by the Borrower in determining, as of Default and if sothe end of such fiscal quarter, describing its nature, along compliance with the related unaudited consolidating limitations contained in Sections 5.01(l), 5.01(m), 5.01(n), 5.01(o), 5.02(a), 5.02(b), 5.02(d), 5.02(f), 5.02(g), 5.02(h), 6.01(d), 6.01(g), 6.01(k), 6.01(m), 6.01(n) and 6.01(o). (c) As soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, a copy of the annual report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the unaudited consolidating statements a Consolidated statement of operationsincome and retained earnings and a Consolidated statement of changes in cash flow, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; Fiscal Year, certified in a manner acceptable to the Lenders by the Independent Public Accountants, together with (ci) Not later than sixty days following the end of each fiscal quarter a certificate signed of such accounting firm to the Lenders stating that, in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is 115 continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a certificate of the chief financial officer of the Borrower substantially in the form of Exhibit 6.1T, (iii) a schedule prepared by the chief financial officer of the Borrower, in form satisfactory to the Lenders, of the computations used by the Borrower in determining, as of the end of such Fiscal Year, compliance with limitations contained in Sections 5.01(l), 5.01(m), 5.01(n), 5.01(o), 5.02(a), 5.02(b), 5.02(d), 5.02(f), 5.02(g), 5.02(h), 6.01(d), 6.01(g), 6.01(k), 6.01(m), 6.01(n) and 6.01(o) and the calculation of the Debt to Operating Cash Flow Ratio as of the last day of such Fiscal Year, and (iv) unaudited consolidating balance sheets as of the end of such Fiscal Year and statements of income and retained earnings and statements of the sources and uses of funds for such Fiscal Year for the Borrower and each of its Subsidiaries, certified by the chief financial officer of the Borrower; (d) As soon as available and in any event by the end of each Fiscal Year, a copy of the annual business and financial plan of the Borrower and its Consolidated Subsidiaries for the next ending Fiscal Year on a monthly basis (for each fiscal month) and for the subsequent Fiscal Year on an annual basis, in form and substance satisfactory to the Administrative Agent, which plan will include (i) projected Consolidated balance sheets of the Borrower for the next ending Fiscal Year; (ii) projected Consolidated cash flow analyses of the Borrower and each of its Subsidiaries for each of the twelve months following the end of such Fiscal Year, on a monthly basis, and for the next ending Fiscal Year on an annual basis; and (iii) projected Consolidated income statements of the Borrower and each of its Subsidiaries for each of the twelve months following the end of such Fiscal Year, on a monthly basis, and for the next ending Fiscal Year on an annual basis; (e) Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports which the Borrower or any of its Subsidiaries sends to their respective shareholders and copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalent) which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (f) Promptly after the commencement thereof, notice of all actions, suits, hearings and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(h) or in Section 6.01(g); (g) As soon as possible and in any event within five days after the occurrence of any Default, a statement by the chief financial officer of the Borrower setting forth details of such Default and the action which the Borrower has taken or proposes to take with respect thereto; (h) Promptly upon becoming aware that any Termination Event with respect to any Plan has occurred, a statement by the chief financial officer of the Borrower describing such Termination Event and each action, if any, which the Borrower and each such ERISA Affiliate proposes to take with respect thereto; (i) Promptly and in any event within two Domestic Business Days after receipt thereof by the Borrower or any ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any ERISA Affiliate from the PBGC stating the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (j) Promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (k) At the time notice is given or required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the failure to make timely payments to a Plan, a copy of any such notice filed and a statement of the chief financial officer of the Borrower setting forth (A) sufficient information necessary to determine the amount of the lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrower or its ERISA Affiliates proposes to take with respect thereto; (l) Promptly and in any event within five Domestic Business Days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA or (D) the amount of liability incurred, or expected to be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above; (m) Promptly notify, and cause each of its Subsidiaries to promptly notify, the Administrative Agent (i) of any lapse, termination or relinquishment of any station license, permit or other authorization from the FCC held by the Borrower or any of its Subsidiaries or any failure by the FCC to renew or extend any such license, permit or other authorization for other than the usual period thereof, which lapse, termination, relinquishment, failure to renew or extend would have a material adverse effect on the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or any of its Subsidiaries; and (ii) of any complaint or other matter filed with or communicated to the FCC, of which the Borrower or any of its Subsidiaries has knowledge and which might have a materially adverse effect upon the renewal or extension of any station license, permit or other authorization held by the Borrower or any of its Subsidiaries, including, without limitation, (A) any complaint to which the FCC has requested an answer, (B) any petition to deny, or informal objection filed with regard to, an application filed by the Borrower or any of its Subsidiaries with the FCC or any mutually exclusive competing application filed for authority to broadcast on the frequencies or channels licensed to the Borrower or any of its Subsidiaries and (C) any citation or notice of violation or order to show cause or order to become a party to a proceeding issued by the FCC against the Borrower or any of its Subsidiaries; (n) Promptly after any significant change in accounting policies or reporting practices, notice and a description in reasonable detail of such change; (o) Copies of any statement or report to be furnished to any other holder of the securities of the Borrower or any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 5.03, at such time as such statement or report is to be furnished to such other holder pursuant to such terms; (p) As soon as possible after the end of each Fiscal Year, a statement certified by the chief financial officer of the Borrower setting forth in reasonable detail any changes since the date of this Agreement, not previously reported pursuant to this paragraph (p), in the information set forth in Schedules 4.01(h), 4.01(m), 4.01(t) and 4.01(y), or stating that no such changes have occurred; (q) Such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request; (r) On or before the 90th day of each Fiscal Year, a certificate of the Independent Public Accountants, in form satisfactory to the Lenders, setting forth their calculation of Excess Cash Flow for the immediately preceding Fiscal Year, both before and after giving effect to clause (y) of the last sentence of Section 2.09(b); (s) Promptly after (i) the Borrower shall fail to make any payment when due under the Subordinated Debt Documents, (ii) there shall have been an acceleration of the maturity of any Existing Subordinated Debt or any Permitted Subordinated Debt, (iii) the trustee under the indenture for any Existing Subordinated Debt or any Permitted Subordinated Debt or any holder thereof shall have asserted in writing that an "Event of Default" as defined therein shall have occurred and (iv) the commencement of any enforcement proceeding with respect to any Existing Subordinated Debt or any Permitted Subordinated Debt, notice thereof, including a description in reasonable detail of the circumstances, and a statement of the chief financial officer of the Borrower setting forth the action the Borrower has taken or proposes to take with respect thereto; and (t) Promptly after the expiration or any termination of any network affiliation agreements of the Borrower or any Subsidiary, notice thereof, including a description in reasonable detail of the circumstances, and a statement of the chief financial officer of the Borrower setting forth the action the Borrower has taken or proposes to take with respect thereto.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Agent and each Lender: (ai) As soon as available upon the earlier of (A) the public filing with the SEC of the Borrower's SEC Form 10-Q and in any event within sixty (B) 45 days after the end of each of the first three quarters of each fiscal year quarter of the Borrower and its Subsidiaries, (i) a , commencing with the first fiscal quarter of the Borrower and its Subsidiaries ending after the Interim Facility Effective Date, consolidated and consolidating balance sheet sheets, consolidated and consolidating statements of operations and consolidated and consolidating statements of cash flows of the Borrower and its Subsidiaries, as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Borrower as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated the results of operations and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Agents and the Lenders, subject to normal year-end audit adjustments and the absence of footnotes; (ii) upon the earlier of (A) the public filing with the SEC of the Borrower's SEC Form 10-K and (B) 90 days after the end of each Fiscal Year of the Borrower and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and in the case of the Borrower and its Subsidiaries, accompanied by a report and an opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Administrative Agent and the Collateral Agent (which opinion shall be without (I) any qualification or exception as to the scope of such audit, or (II) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions OF Section 8.03), together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof; (iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Borrower and its Subsidiaries commencing with the first fiscal month of the Borrower and its Subsidiaries ending after the Interim Facility Effective Date, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and consolidated and consolidating statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the previous fiscal year immediately preceding Fiscal Year and ending with the end of such quarterfiscal month, all in reasonable detail and duly certified by the chief financial officer an Authorized Officer of the Borrower as having been prepared fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries, as at the end of such fiscal month and the results of operations and cash flows of the Borrower and its Subsidiaries, each for such fiscal month, in accordance with generally accepted accounting principles consistently GAAP applied (in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, subject to addition of notes and ordinary normal quarterly or year-end adjustments, including audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof adjustments and the action that the Borrower proposes to take with respect theretoabsence of footnotes; (biv) As soon as available and in any event within ninety days after simultaneously with the end of each fiscal year delivery of the Borrower, the audited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as required by clauses (i), (ii) and (iii) of this Section 8.01(a), a certificate of an Authorized Officer of the end Borrower (I) stating that such Authorized Officer has reviewed the provisions of such fiscal year this Agreement and the audited consolidated statements other Loan Documents and has made or caused to be made under his or her supervision a review of operations, cash flows the condition and stockholders' equity operations of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by during the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification period covered by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along financial statements with the related unaudited consolidating balance sheet of a view to determining whether the Borrower and its Subsidiaries as were in compliance with all of the end provisions of this Agreement and such fiscal year Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of action which the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1propose to take or have taken with respect thereto, and

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the each Agent ---------------------- and each Lender: (a) As to the extent practicable prior to any termination of a Representation Agreement anticipated to generate in excess of $6,000,000 in Representation Agreement Termination Payments or any Asset Sale anticipated to generate in excess of $1,000,000 in Asset Sales Proceeds, a notice (i) identifying such Representation Agreement or describing the assets being sold and (ii) stating the estimated Representation Agreement Termination Payments or Asset Sales Proceeds in respect thereof; (b) as soon as available and in any event within sixty 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet Fiscal Year, an annual budget of the Borrower and its Subsidiaries as prepared on a quarterly basis for the succeeding Fiscal Year (other than for Capital Expenditures and Representation Agreement Acquisition Payments which need to be on an annual basis only), displaying forecasted revenues, net income and EBITDA, Capital Expenditures and the difference between Representation Agreement Termination Payments and Representation Agreement Acquisition Payments, in the case of the end of such quarter forecasted revenues, net income and (ii) EBITDA on a consolidated and consolidating statements (by operating division) basis and in the case of operationsCapital Expenditures and Representation Agreement Acquisition Payments on a consolidated basis and, cash flows within ten days of the preparation thereof, any revisions thereto; (c) promptly and stockholders' equity in any event within 30 days after any member of the ERISA Group knows or has reason to know that any ERISA Event has occurred, a written statement of the chief financial officer or other appropriate officer of the Borrower describing such ERISA Event or waiver request and the action, if any, which the ERISA Group proposes to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (d) upon request by any Lender through the Administrative Agent, promptly and in any event within 30 days after the filing thereof by any member of the ERISA Group, a copy of each annual report (Form 5500 Series, including Schedule B thereto) filed with respect to each Pension Plan; (e) promptly after the commencement thereof, notice of any action, suit and proceeding before any domestic or foreign Governmental Authority or arbitrator affecting any Loan Party, except for such actions, suits or proceedings, which if adversely determined, would, in the aggregate, have no reasonable likelihood of having a Material Adverse Effect; (f) promptly and in any event (i) within three Business Days or, with respect to Defaults or Events of Default arising under Section 8.1(d) or (e), one Business Day after the Borrower becomes aware of the existence of (A) any Event of Default or any Default, (B) any termination, breach or non-performance of, or any default under, any Related Document or any Contractual Obligation which is material to the business, prospects, operations or financial condition of the Borrower and its Subsidiaries for the period commencing at the end taken as one enterprise, or (C) any Material Adverse Effect or any Material Adverse Change, or any event, development or other circumstance which has a reasonable likelihood of the previous fiscal year and ending with the end of such quarterresulting in a Material Adverse Change, all telephonic or facsimile notice in reasonable detail and duly certified by specifying the chief financial officer nature of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or such Event of Default has occurred and is continuing orDefault, if a Default Default, termination, breach, default, Material Adverse Effect, Material Adverse Change, event, circumstance, development or an Event of Default has occurred and is continuinginformation, a statement as to including, without limitation, the nature thereof and the action that the Borrower proposes to take with respect theretoanticipated effect thereof, which notice shall be promptly confirmed in writing within five days; (bg) As soon as available and in any event within ninety days promptly after the end sending or filing thereof, copies of each fiscal year all notices, financial statements, certificates or reports delivered pursuant to any Related Document; (h) promptly after the sending or filing thereof, copies of all reports which KMG or the BorrowerBorrower sends to their respective security holders generally, and copies of all reports and registration statements which KMG or the audited consolidated balance sheet Borrower or any of their respective Subsidiaries files with (i) the Securities and Exchange Commission, (ii) any national securities exchange or (iii) the National Association of Securities Dealers, Inc.; (i) promptly after any change in accounting treatment or reporting practices of KMG and its Subsidiaries or the Borrower and its Subsidiaries as Subsidiaries, notice disclosing the nature of the end of such fiscal year change and the audited consolidated statements of reasons therefor; and (j) such other information respecting the business, properties or the condition or operations, cash flows and stockholders' equity financial or otherwise, of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto or any of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of any Lender through the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Agents may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower and its Subsidiaries, (i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity operations of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; (biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operations, changes in shareholders’ equity (if applicable) and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent PricewaterhouseCoopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower; (v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to its security holders generally, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary); (vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the Controlled Group proposes to take with respect thereto; (vii) promptly upon becoming aware thereof, notice of any change in the ▇▇▇▇▇’▇ Rating, the Fitch Rating or the S&P Rating; and (viii) such other information respecting the condition, operations or business, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder or (v) relates to a request for an extension of the scheduled Termination Date pursuant to Section 2.17 or an increase in the Commitments pursuant to Section 2.18 (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on Exelon’s Internet website). Any document readily available on-line through the “Electronic Data Gathering Analysis and Retrieval” system (or any successor system thereof) maintained by the Securities and Exchange Commission (or any succeeding Governmental Authority), shall be deemed to have been furnished to the Administrative Agent for purposes of this Section 5.01(b) when the Borrower sends to the Administrative Agent notice (which may be by electronic mail) that such documents are so available. Notwithstanding the foregoing, the Borrower agrees that, to the extent requested by the Administrative Agent or any Lender, it will continue to provide “hard copies” of Communications to the Administrative Agent or such Lender, as applicable. The Borrower further agrees that the Administrative Agent may make Communications available to the Lenders by posting such Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) that such notice may be sent to such e-mail address.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish or cause to be furnished to the LenderBank: (a) As as soon as available and available, but, in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, not later than ninety (i90) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, a copy of the annual audited consolidated reports for the Borrower and its Subsidiaries for such year, including therein the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as at the end of such year and the related consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such year, or statements providing substantially similar information, in each case certified without qualification by an independent public accountant of recognized national standing as fairly presenting the financial condition of the Borrower and its Subsidiaries as of the dates indicated and results of operation of the Borrower and its Subsidiaries for the periods indicated and having been prepared in accordance with GAAP; and (b) as soon as available, but in any event not later than forty-five (45) days after the end of such each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of each such quarter and the audited related unaudited consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by quarter and the unqualified opinion with respect thereto portion of the Borrower's independent public accountants fiscal year through such date, certified by a responsible officer of the Borrower as fairly presenting the financial position and the results of operations of the Borrower and its Subsidiaries in all material respects as at and for the quarter ending on its date and as having been prepared in accordance with GAAP (subject to normal year-end audit adjustments); (c) concurrently with the delivery of the financial statements referred to in Sections 7.6(a) and (b) above, (i) a certification by such accountants certificate of a duly authorized officer of the Borrower stating that they have such officer has reviewed the terms of this Agreement and whetherthe other Facility Documents to which the Borrower is a party and has made, or caused to be made under his supervision, a review in making their auditreasonable detail of the transactions and condition of the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, they and that such officer does not have become aware knowledge of the existence as at the date of such certificate, of any Default or Event of Default except as specified in such certificate and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (cii) Not later than sixty days following the end of each fiscal quarter a certificate signed by of the chief financial officer of the Borrower substantially demonstrating in detail satisfactory to the form Agent compliance by the Borrower and its Subsidiaries with the financial covenants set forth in Section 7.12 hereof; (d) promptly and in any event within five (5) Business Days after the same are publicly available, copies of Exhibit 6.1all regular and periodic financial information, proxy materials and other information and reports, if any, which the Borrower or any of its Subsidiaries shall file with the Securities and Exchange Commission, any securities exchange or any state insurance regulatory authority; and (e) such other information with respect to the business, condition or operations of the Borrower or any of its Subsidiaries, financial or otherwise, as the Bank may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:Lenders: ---------------------- (ai) As as soon as available and in any event within sixty 55 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer Chief Financial Officer or Treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoprinciples; (bii) As as soon as available and in any event within ninety 100 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated annual audit report for such fiscal year for the Borrower and its Subsidiaries, containing a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the an unqualified opinion with respect thereto of or an opinion otherwise reasonably acceptable to the Borrower's Required Lenders by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent public accountants of nationally recognized standing and reasonably acceptable to the Administrative Agent; (iii) simultaneously with each delivery of the financial statements referred to in subclauses (j)(i) and (j)(ii) of this Section 5.01, a certification by such accountants stating that they have reviewed certificate of the Chief Financial Officer or the Treasurer of the Borrower as to compliance with the terms of this Agreement (including, without limitation, with respect to any Investment made pursuant to Section 5.02(d)(vii)) and whethersetting forth in reasonable detail the calculations necessary to demonstrate compliance with Sections 5.02(b)(iv), 5.02(d)(viii) and 5.03; (iv) as soon as possible and in making their auditany event within five days after any Responsible Officer knows or has reason to know of the occurrence of each Default or Event of Default continuing on the date of such statement, they have become aware a statement of any such Responsible Officer setting forth the details of such Default or Event of Default and the action that the applicable Borrower has taken and proposes to take with respect thereto; (v) promptly after the sending or filing thereof, copies of all reports and registration statements, if soany, describing that the Borrower or any of its nature, along Subsidiaries files with the related unaudited consolidating balance sheet Securities and Exchange Commission or any national securities exchange; (vi) promptly after the commencement thereof, notice of all actions, suits, investigations, litigations, arbitrations and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries that (A) either individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect other than the Disclosed Litigation or (B) purports to adversely affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby; and (vii) such other financial information respecting the Borrower and or any of its Subsidiaries as of any Lender through the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Administrative Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish deliver or cause to be delivered to the Lender:Agent (with sufficient copies for the Agent to distribute the same to the other members of the Bank Group): (a) As soon as available and in any event within sixty forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year the Borrower: (i) copies of the unaudited consolidated balance sheets of the Borrower and its Subsidiaries, (i) a consolidated Subsidiaries and consolidating balance sheet of the Borrower and its Restricted Subsidiaries as of the end of such quarter period, and (ii) unaudited consolidated and consolidating statements of operations, shareholders' equity and cash flows and stockholders' equity of the Borrower and its Subsidiaries and the Borrower and its Restricted Subsidiaries for that fiscal period and for the period commencing at the end portion of the previous fiscal year and ending with such period, in each case setting forth in comparative form (on a consolidated basis) the end figures for the corresponding period of such quarterthe preceding fiscal year, all in reasonable detail and duly certified by the chief financial officer detail; and (ii) a certificate of a Responsible Officer of the Borrower (1) stating that (A) such financial statements fairly present in all material respects the consolidated financial position and results of operations of the Borrower and its Subsidiaries and the Borrower and its Restricted Subsidiaries, as having been prepared applicable, in accordance with generally accepted accounting principles GAAP consistently applied (applied, subject to addition year-end adjustments and the absence of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that (B) no Default or Event of Default has occurred and is continuing and the Borrower is not aware of any event or condition which could reasonably be expected to create a Default or Event of Default or, if a Default or an Event of Default any such event has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower is taking or proposes to take with respect thereto;, and (2) setting forth calculations demonstrating compliance by the Borrower with Sections 6.04, 6.05, and 6.06. (b) As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower, Borrower (i) copies of the audited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1the

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender: Lenders: (a) As i)as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a Altria, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower Altria and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower Altria and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied Altria; (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As ii)as soon as available and in any event within ninety 100 days after the end of each fiscal year of the BorrowerAltria, the audited consolidated balance sheet a copy of the Borrower consolidated financial statements for such year for Altria and its Subsidiaries Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the end date of such fiscal year and the audited consolidated statements of operationsthis Agreement, cash flows and stockholders' equity are one of the Borrower “big four” accounting firms); (iii)all reports which Altria sends to any of its shareholders, and its Subsidiaries for such fiscal year, in each case accompanied copies of all reports on Form 8-K (or any successor forms adopted by the unqualified opinion Securities and Exchange Commission) which Altria files with respect thereto the Securities and Exchange Commission; (iv)as soon as possible and in any event within five days after the occurrence of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or each Event of Default and if soeach Default, describing its naturecontinuing on the date of such statement, along with the related unaudited consolidating balance sheet a statement of the Borrower and its Subsidiaries as chief financial officer or treasurer of the end Altria setting forth details of such fiscal year Event of Default or Default and the unaudited consolidating statements action which Altria has taken and proposes to take with respect thereto; (v)within 60 days of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter of Altria, a certificate signed by statement of the chief financial officer or treasurer of Altria certifying compliance with the Borrower substantially requirements of Section 5.01(b) and setting forth the relevant calculations; and (vi)such other historical information respecting the condition or operations, financial or otherwise, of Altria or any Major Subsidiary as any Lender through JPMCB, as Administrative Agent, may from time to time reasonably request. In lieu of furnishing the Lenders the items referred to in clauses (i), (ii) and (iii) above, Altria may make such items available on the form internet at ▇▇▇.▇▇▇▇▇▇.▇▇▇ (which website includes an option to subscribe to a free service alerting subscribers by e-mail of Exhibit 6.1new Securities and Exchange Commission filings) or any successor or replacement website thereof, or by similar electronic means.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender: (ai) As soon as available available, and in any event within sixty ninety (90) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a Closing Date, an audited, pro forma consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end Closing Date prepared in accordance with GAAP consistently applied, which balance sheet gives effect to the transactions contemplated in the Subsidiaries Stock Purchase Agreement, the transactions contemplated hereby, and the payment or accrual of such quarter all fees and expenses related to the foregoing; (ii) As soon as available, and in any event within thirty (30) days after the end of each fiscal month, consolidated and consolidating statements of operations, cash flows and stockholders' equity unaudited balance sheets of the Borrower and its Subsidiaries subsidiaries as of the end of such month and the related statements of income, stockholders' equity and cash flow of the Borrower and its subsidiaries for the period commencing at the end beginning of the fiscal year and ending at the close of such fiscal month, including comparative statements which reflect the same period(s) of the previous fiscal year and ending with the end of such quarteryear, all in reasonable detail and duly certified by the chief financial officer of the Borrower; (iii) As soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter, consolidated and consolidating unaudited balance sheets of the Borrower and its subsidiaries as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes the end of such quarter and ordinary the related statements of income, stockholders' equity and cash flow of the Borrower and its subsidiaries for the period commencing at the beginning of the then current fiscal year and ending at the close of such quarter, including comparative statements which reflect the same period(s) of the previous fiscal year-end audit adjustments), together with a certificate of certified by the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoBorrower; (biv) As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet a copy of the annual report for such year for the Borrower and its Subsidiaries as of the end of containing financial statements for such fiscal year and consolidated and consolidating balance sheets for the audited consolidated twelve month period then ended, statements of operationsincome, stockholders' equity, cash flows flow and changes in stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by together with comparative information for the unqualified opinion with respect thereto previous fiscal year, and copies of the Borrower's all reports and management letters from independent certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of to the Borrower and its Subsidiaries as of reasonably acceptable to the end of such fiscal year and the unaudited consolidating statements of operationsLender, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed all certified by the chief financial officer of the Borrower; (v) As soon as possible and in any event within five (5) days after the occurrence of each Default and Event of Default, continuing on the date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (vi) Promptly upon the filing thereof or the mailing thereof to the public shareholders or debt-holders of the Borrower generally, the Borrower shall deliver to the Lender copies of all filings or reports made with the U.S. Securities and Exchange Commission (or the governmental or quasi-governmental entity or entities receiving substantially equivalent filings in any relevant jurisdiction) by the form Borrower or any of Exhibit 6.1its subsidiaries and all communications made by the Borrower to its shareholders generally; and (vii) Such other information respecting the condition or operations, financial or otherwise, of the Borrower as the Lender may from time to time reasonably request.

Reporting Requirements. The So long as any amount hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower shallwill, unless the Lender Majority Lenders shall otherwise consent in writing, furnish to the LenderAdministrative Agent for distribution to the Lenders: (a) As as soon as possible and in any event within five Business Days after the occurrence of each Default continuing on the date of such statement, a statement of a Financial Officer of the Borrower setting forth details of such Default and the action which the Borrower has taken or proposes to take with respect thereto; (b) as soon as available and in any event within sixty 20 days after the end of each calendar month, a Consolidated and consolidating statement of revenues for the Borrower and its Subsidiaries for such month, and of the Subscribers of the Borrower and its Subsidiaries as at the last day of such month; (c) as soon as available and in any event within 60 days after the end of each of the first three quarters Fiscal Quarters of each fiscal year Fiscal Year of the Borrower and its Subsidiaries, (i) a consolidated Borrower, Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated the related Consolidated and consolidating statements of operations, statements of retained earnings and statements of cash flows of such Persons for such quarter and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year Fiscal Year and ending Credit Agreement with the end of such quarter, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer a Financial Officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently consistent with those applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate in the preparation of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as statements referred to the nature thereof and the action that the Borrower proposes to take with respect theretoin Section 4.01(e); (bd) As as soon as available and in any event within ninety 90 days after the end of each fiscal year Fiscal Year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower and its Subsidiaries, including therein Consolidated and consolidating balance sheet sheets of such Persons in each case as at the end of such Fiscal Year and the related Consolidated and consolidating statements of operations, statements of retained earnings and statements of cash flows of such Persons for such Fiscal Year, which Consolidated financial statements of the Borrower and its Subsidiaries as shall have been duly certified by Deloitte & Touche or other independent certified public accountants of recognized standing reasonably acceptable to the Majority Lenders which certificate shall be accompanied by a statement of such accounting firm to the Administrative Agent stating that in the course of the end regular audit of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, nothing came to their attention that caused them to believe the Borrower was not in compliance with Section 5.01, insofar as such Section relates to accounting matters, and which other financial statements shall have been duly certified by a Financial Officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e); (e) concurrently with any delivery of financial statements under clause (c) or (d) above, a Compliance Certificate as at the end of (and for) the respective Fiscal Periods covered by such financial statements; (f) promptly after the commencement thereof, notice of all actions, suits and proceedings of the type described in Section 4.01(h) before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and notice of an adverse development in any such action, suit or proceeding (including any such Credit Agreement action, suit or proceeding in existence on the date hereof); (g) promptly after the sending thereof, copies of all proxy statements, financial statements and reports which the Borrower or any Subsidiary sends to its stockholders; (h) promptly after the filing thereof, copies of all regular, periodic and special reports, and all registration statements, which the Borrower or any Subsidiary files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, with any national securities exchange or with the FCC or the PRTRB; (i) promptly after the filing or receiving thereof, copies of all reports and notices which the Borrower or any Subsidiary files under ERISA with the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Borrower or any Subsidiary receives from such Corporation or Department; (j) as soon as available and in any event within 45 days after the end of each Fiscal Quarter, a report identifying any Telecommunications Approval that has been lost, surrendered or canceled during such period, and within 10 Business Days of the receipt of the Borrower or any of its Subsidiaries for of notice that any Telecommunications Approval has been lost or canceled, copies of any such fiscal year, in each case notice accompanied by a report describing the unqualified opinion with respect thereto measures undertaken by the Borrower or any of its Subsidiaries to prevent such loss or cancellation (and the Borrower's independent public accountants and a certification by anticipated impact, if any, that such accountants stating that they loss or cancellation will have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with upon the related unaudited consolidating balance sheet business of the Borrower and its Subsidiaries Subsidiaries); (k) within 15 days after any change occurs with respect to any information regarding any Subsidiary contained in the most recent schedule furnished under this Section 5.03(j) or, if no such schedule has been furnished, in Schedule 4.01(k), a schedule, in substantially the form of Schedule 4.01(k), setting forth as of the end date such schedule is furnished the information described in the first sentence of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearSection 4.01(k); (cl) Not later than sixty as soon as available and in any event within 60 days following after the end of each fiscal quarter Fiscal Quarter of each Fiscal Year of the Borrower, a certificate signed Borrowing Base Certificate as at the last day of such Fiscal Quarter. Credit Agreement (m) the receipt of any notice from the FCC or the PRTRB of the imposition of any forfeiture against the Borrower or any of its Subsidiaries or the designation of a hearing or the initiation of any proceeding which could result in the expiration without renewal, termination, revocation, suspension, modification or impairment of any Telecommunications Approval now or hereafter held by the chief Borrower or any of its Subsidiaries; (n) to the extent the Borrower has knowledge thereof, notice of the enactment or promulgation, or the impending enactment or promulgation, after the date hereof of any Federal, state or local statute, regulation or ordinance, or judicial or administrative decision or order, relating to the cellular telephone, mobile radio telephone, personal communication, local exchange or competitive access service industries generally or affecting the Borrower or any of its Subsidiaries specifically that could reasonably be expected to have a Material Adverse Effect; and (o) such other information respecting the business or properties or the condition or operations, financial officer or otherwise, of the Borrower substantially in or any Subsidiary, as the form of Exhibit 6.1Administrative Agent or any Lender may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender: (ai) As as soon as possible and in any event within five days after the Borrower knows of the occurrence of any Default and which is continuing, notice of such Default and a certificate of the principal financial and accounting officer or Treasurer of the Borrower or the Guarantor setting forth details of such Default and the action that the Borrower or the Guarantor (or any of their respective Subsidiaries) proposes to take with respect thereto; (ii) prior to the Reorganization, as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet Borrower, the unaudited Consolidated statement of financial condition of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating the unaudited Consolidated statements of operations, income and of changes in members' equity and of cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the previous fiscal year, all in reasonable detail and duly certified (subject to normal audit and year-end adjustments) by the chief principal financial and accounting officer or Treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied GAAP (subject except as disclosed and concurred to addition of notes and ordinary year-end audit adjustmentsby the Borrower's independent auditors), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (biii) As after the Reorganization, as soon as available and in any event within ninety 60 days after the end of each of the first three quarters of each fiscal year of the Guarantor, the unaudited Consolidated statement of financial condition of the Guarantor and its Subsidiaries as at the end of such quarter and the unaudited Consolidated statements of income and of changes in stockholders' equity and of cash flows of the Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the previous fiscal year, all in reasonable detail and duly certified (subject to normal audit and year-end adjustments) by the principal financial and accounting officer or Treasurer of the Guarantor as having been prepared in accordance with GAAP (except as disclosed and concurred to by the Guarantor's independent auditors); (iv) prior to the Reorganization, as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet annual audit report for such year for the Borrower and its Subsidiaries, including the Consolidated statement of financial condition of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operationsincome, of changes in members' equity and of cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (v) after the Reorganization, as soon as available and in any event within 120 days after the end of each case accompanied by the unqualified opinion with respect thereto fiscal year of the Borrower's independent public accountants and Guarantor, a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet copy of the Borrower annual audit report for such year for the Guarantor and its Subsidiaries, including the Consolidated statement of financial condition of the Guarantor and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating Consolidated statements of operationsincome, cash flows' and of changes in stockholders' equity and of cash flows of the Borrower Guarantor and its Subsidiaries for such fiscal year; (cvi) Not later than sixty days following concurrently with each set of financial statements furnished to the end Lender pursuant to subparagraph (ii) or (iv) of each fiscal quarter this Section 5.1(g), a certificate signed by of the chief principal financial and accounting officer or Treasurer of the Borrower substantially stating that he has no knowledge that a Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement setting forth details of such Default and the action that the Borrower (or any Subsidiary of the Borrower) proposes to take with respect thereto; (vii) concurrently with each set of financial statements furnished to the Lender pursuant to subparagraph (iii) or (v) of this Section 5.1(g), a certificate of the principal financial and accounting officer or Treasurer of the Guarantor stating that he has no knowledge that a Default and is continuing or, if a Default has occurred and is continuing, a statement setting forth details of such Default and the action that the Guarantor (or any Subsidiary of the Guarantor) proposes to take with respect thereto; (viii) promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings of the type described in paragraph (h) of Article IV; (ix) promptly after the form sending or filing thereof, and to the extent not required to be furnished by any other provision of Exhibit 6.1this Section 5.1(g), (A) copies of all proxy statements, financial statements and reports which the Guarantor may send to its public security holders, (B) copies of all regular, periodic and special reports which the Guarantor may file with the SEC pursuant to Section 13(a) of the Securities Exchange Act, or which the Guarantor may file with any national securities exchange or with the NASD and (C) copies of FOCUS Reports filed by Knight and Trimark with the SEC; (x) promptly after the occurrence thereof, notice of any ERISA Event and, with respect to any Multiemployer Plan, any withdrawal by the Borrower or any of its ERISA Affiliates or by the Guarantor or any of its ERISA Affiliates from such Plan or that a Multiemployer Plan is in reorganization insolvent or terminated; (xi) promptly after the occurrence thereof, notice of any merger or consolidation permitted by Section 5.2(a) to which the Borrower, the Guarantor or any of their respective Significant Subsidiaries is a party; and (xii) such other information respecting the business, properties or condition of operations, financial or otherwise, of the Borrower, the Guarantor or any of their respective Subsidiaries as the Lender may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders: (ai) As as soon as available and in any event within sixty 65 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating Borrower, Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (bii) As as soon as available and in any event within ninety 115 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated Annual Report on Form 10-K for such year for the Borrower and its Consolidated Subsidiaries, as filed with or sent to the Securities and Exchange Commission, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified an opinion with respect thereto of the Borrower's by Deloitte & Touche LLP or other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with acceptable to the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearRequired Lenders; (ciii) Not later than sixty days following together with the end of each fiscal quarter financial statements required under clauses (i) or (ii) above, a compliance certificate signed by the chief financial officer of the Borrower in substantially in the form of Exhibit 6.1F signed by a Financial Officer of the Borrower showing the then current information and calculations necessary to determine the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee Rate and compliance with this Agreement and stating that no Event of Default or Default exists, or if any Event of Default or Default exists, stating the nature and status thereof; (iv) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of a Financial Officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto; (v) as soon as possible and in any event within five days after any change in the Borrower's ▇▇▇▇▇'▇ Rating or S&P Rating, notice thereof; (vi) reasonably promptly after the sending or filing thereof copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange; (vii) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and (viii) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. Information required to be delivered pursuant to clauses (i), (ii) or (vi) above shall be deemed to have been delivered on the date on which the Borrower has posted such information on the Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ (or any successor or replacement website thereof), which website includes an option to subscribe to a free service alerting subscribers by email of new Securities and Exchange Commission filings at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇- ▇▇.▇▇▇/▇▇▇▇▇/▇▇_▇▇▇▇.▇▇▇▇▇?▇▇▇▇▇▇=▇▇▇&▇▇▇▇▇▇=▇▇▇▇, or at ▇▇▇.▇▇▇.▇▇▇ or at another website identified in a notice to the Lenders and accessible by the Lenders without charge.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender: Lenders: (ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q for such quarter, as filed with the SEC, which shall contain a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer officer, chief accounting officer, treasurer or assistant treasurer of the Borrower stating as to compliance with the terms of this Agreement and (A) certifying that there have been no Default Subsidiaries that have become Significant Subsidiaries at any time during such period, or Event any Subsidiaries that have ceased to be Significant Subsidiaries at any time during such period, in each case except as expressly identified in such certificate, and (B) setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of Default has occurred and is continuing orany change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if a Default or an Event necessary for the determination of Default has occurred and is continuingcompliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof; (ii) as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K for such year, as filed with the SEC, which shall contain a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.146 AmericasActive:16797229.116797229.4

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the Lender: (ai) As soon as available and in any event within sixty 95 days after the end of each of Fiscal Year, cause to be prepared and delivered to the first three quarters of each fiscal year Agent consolidated financial statements of the Borrower comprising the consolidated balance sheet, the consolidated statement of earnings, the consolidated statement of comprehensive income, the consolidated statement of changes in shareholders’ equity and the consolidated statement of cash flows pertaining to such Fiscal Year, together with the report and opinion of its Subsidiaries,independent auditors thereon confirming that such financial statements have been prepared in accordance with GAAP; (iii) within 65 days after the end of each Fiscal Quarter, except the fourth Fiscal Quarter of the Fiscal Year, cause to be prepared and delivered to the Agent unaudited consolidated financial statements of the Borrower comprising the consolidated balance sheet, the consolidated statement of earnings, the consolidated statement of comprehensive income, the consolidated statement of changes in shareholders’ equity and the consolidated statement of cash flows pertaining to such Fiscal Quarter; (iii) within 65 days after the end of each Fiscal Quarter, except the fourth Fiscal Quarter and within 95 days after the end of each Fiscal Year, prepare and deliver to the Agent a consolidated Compliance Certificate pertaining, as applicable, to the relevant Fiscal Quarter or Fiscal Year; (iv) promptly upon them becoming available, deliver to the Agent copies of: (A) all reports, notices and consolidating balance sheet proxy statements sent by the Borrower to its shareholders; and (B) any report of a material change issued by the Borrower or any of its Material Subsidiaries and which the Borrower or such Material Subsidiary is not required by Applicable Law to keep confidential; and (v) with reasonable promptness, provide such other reports and information on the financial condition and business affairs and operations of the Borrower and its Subsidiaries as the Agent on behalf of the end of such quarter Lenders may reasonably request from time to time and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of which the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified is not required by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together contract with a certificate of the chief financial officer of the Borrower stating that no Default third party or Event of Default has occurred and is continuing orApplicable Law to keep confidential, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action provided that the Borrower proposes may satisfy the delivery requirements set forth in this Section 8.1(h) by sending to take the Agent by electronic mail the documents that are to be delivered to the Agent pursuant to this Section 8.1(h), and, in the case of documents delivered pursuant to paragraph (iii) above, the Borrower promptly executes and delivers to the Agent an originally signed copy of such Compliance Certificate; and further, provided that the Borrower shall be deemed to have furnished the information required by Sections 8.1(h)(i), 8.1(h)(ii) and 8.1(h)(iv) if it shall have timely made the same available on “SEDAR” and notified the Agent that such information has been posted on “SEDAR” and such information is freely accessible without charge; and further, provided, that if any Lender is unable to access “SEDAR”, the Borrower agrees to provide such Lender with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year paper or electronic copies of the Borrowerinformation required to be furnished pursuant to this Section 8.1(h) promptly following notice (and thereafter so long as such notice remains in effect) from the Agent that such Lender has requested same; and further, provided that the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year Agent and the audited consolidated statements of operations, cash flows and stockholders' equity of Lenders hereby agree to keep confidential any data or information delivered to the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by Agent or the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed Lenders under this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (cSection 8.1(h) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially which is not already in the form of Exhibit 6.1public domain;

Reporting Requirements. The Borrower shall(a) ILFC shall furnish, unless the Lender shall otherwise consent in writingor cause to be furnished, furnish to the LenderAdministrative Agent: (ai) As as soon as available and in any event within sixty 95 days after the end of each Fiscal Year, a copy of the audited consolidated financial statements, prepared in accordance with GAAP, for such year of ILFC (or, after the AerCap Acquisition Amendment Effective Date, AerCap) and its consolidated subsidiaries, certified by any firm of nationally recognized independent certified public accountants; (ii) as soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of Fiscal Year, with respect to ILFC (or, after the Borrower AerCap Acquisition Amendment Effective Date, AerCap) and its Subsidiaries, (i) a consolidated and consolidating subsidiaries, unaudited consolidated balance sheet of the Borrower and its Subsidiaries sheets as of the end of such quarter and (ii) as at the end of the previous Fiscal Year, and consolidated and consolidating statements of operations, cash flows income for such quarter and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year Fiscal Year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been quarter prepared in accordance with generally accepted accounting principles consistently applied GAAP, certified by the officer in charge of financial matters of ILFC (or AerCap, as applicable) identifying such balance sheets or statements as being the balance sheets or statements of ILFC (or AerCap, as applicable) described in this paragraph (ii) and stating that the information set forth therein fairly presents the financial condition of ILFC (or AerCap, as applicable) and its consolidated subsidiaries as of the last day of such quarter of such Fiscal Year in conformity with GAAP, subject to addition of notes and ordinary year-end audit adjustments)adjustments and omissions of footnotes and subject to the auditors’ year-end report; (iii) concurrently with each delivery of financial statements under clause (i) or (ii) above, together with a certificate of the chief financial officer a Financial Officer of the Borrower stating that no Default ILFC (A) certifying as to whether to his or her knowledge an Event of Default has occurred and is continuing orand, if a Default or an Event of Default has occurred and is continuing, a statement as to specifying the nature details thereof and any action taken or proposed to be taken with respect thereto, and (B) stating whether any change in GAAP or in the action that application thereof has occurred since the Borrower proposes date of ILFC’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (iv) as soon as possible and in any event within three Business Days after he or she obtains knowledge of the occurrence and continuance of a Default or an Event of Default (including, for the avoidance of doubt, by receipt of a notice of any default under any Indebtedness which with the passing of time or giving of notice or otherwise could reasonably be expected to lead to an Event of Default under Article 6(f)), a written statement of a Financial Officer of ILFC setting forth complete details of such Default or Event of Default, and the action, if any, which the Obligors have taken or propose to take with respect thereto; (v) promptly, from time to time, subject to applicable confidentiality restrictions (including Section 9.14) and the terms of the Leases, such information, documents, Records or reports respecting the Pool Aircraft, the Leases, the Pool Aircraft Assets or the condition or operations, financial or otherwise, of the Obligors or any of their subsidiaries which the Administrative Agent may, from time to time, reasonably request and which are reasonably available to any Transaction Party (including by making a reasonable request for information, reports or action under any Lease or otherwise from a third party which any Transaction Party is reasonably entitled to make, it being understood that no Transaction Party shall be liable for such third party’s failure to provide such information, reports or action); (vi) prompt written notice of the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the performance of any Obligor’s obligations hereunder or under any other Loan Document, or invalidating, or having the effect of invalidating, any provision of this Agreement, or any other Loan Document, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint, in each case, of which a responsible officer has knowledge; (vii) a certificate of a Financial Officer in substantially the form of Exhibit I (an “LTV Certificate”) (A) on or prior to each LTV Determination Date; provided that with respect to an LTV Determination Date, (1) to the extent such LTV Certificate provides that an additional Aircraft will be added to the Designated Pool to effect an LTV Cure, and to the extent the Appraisals required to be provided for such Aircraft are not yet available, such LTV Certificate shall describe (and apply for the purposes of the required calculations) the Appraised Values that ILFC estimates in good faith with respect to such Aircraft, noting therein that such Appraisals are not yet available and (2) ILFC shall, promptly after receiving the Appraisals required to be provided for such Aircraft (and in no event later than the addition of such Aircraft to the Designated Pool), provide to the Administrative Agent an updated and completed LTV Certificate with respect to and dated as of the relevant LTV Determination Date; and (B) with respect to an Event of Loss or a Specified Representation Deficiency, within ten Business Days after the Chief Financial Officer’s knowledge thereof a certificate setting forth the effect on the Loan-to-Value-Ratio of such Event of Loss or Specified Representation Deficiency and on the LTV Cure thereof an LTV Certificate with respect thereto; and (viii) with each LTV Certificate in respect of the Payment Dates occurring in June (other than the first Payment Date and the Final Maturity Date) and December, three Appraisals of each Pool Aircraft from Qualified Appraisers and, at any time during the continuance of an Event of Default, at the request of the Administrative Agent, Appraisals of the Pool Aircraft specified in such request from Qualified Appraisers. Each Appraisal shall be conducted (i) by a Qualified Appraiser, (ii) at the sole cost and expense of the Borrower and (iii) with an “as of” valuation date no more than thirty (30) days prior to the date such Appraisal is furnished. (b) As soon The Lender Parties are hereby authorized to deliver a copy of any such financial or other information delivered hereunder to any other Lender Party, to any Government Authority having jurisdiction over any such Person or any Transaction Party pursuant to any written request therefor or in the ordinary course of examination of loan files, to any rating agency in connection with their respective ratings of commercial paper issued by the Lenders or to any other Person who shall acquire or consider the assignment of, or acquisition of any interest in, any Obligation permitted by this Agreement; provided that such Person (not including any Government Authority or any rating agency) agrees in writing to the confidentiality provisions set forth in Section 9.14. (c) Documents required to be delivered pursuant to this Section 5.09(a)(i), (ii), (iii), (v), (vii) and (viii) (and other similar documents that are (x) required to be delivered pursuant to the Loan Documents that are certificates or statements provided on scheduled dates, (y) copies of Leases or other Pool Aircraft Collateral documents, (including under Section 5.20(c)) or (z) copies of documents provided after request by a Lender Party) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which ILFC posts such documents on ILFC’s website on the Internet or at a website address provided to the Administrative Agent; or (ii) on which such documents are posted on ILFC’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that ILFC shall deliver (by electronic mail) to the Administrative Agent “pdf” or other electronic format copies of each document (or a link thereto) listed in clauses (i), (ii), (iii), (iv), (vi), (vii) and (viii) of Section 5.09(a) and such other documents as available the Administrative Agent requests ILFC to deliver by electronic mail. Notwithstanding anything contained herein, in every instance ILFC shall be required to provide electronic mail “pdf” copies of the certificates required by Section 5.09(a)(iv) and (vi) to the Administrative Agent. Except for the items in subsections (iii) and (vii) of Section 5.09(a), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event within ninety days after shall have no responsibility to monitor compliance by ILFC with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. ILFC hereby acknowledges that (a) the end Administrative Agent and/or an Arranger Entity will make available to the Lenders information provided by or on behalf of each fiscal year ILFC hereunder (collectively, “ILFC Materials”) by posting the ILFC Materials on Syntrac or another similar electronic system (the “Platform”) and (b) certain of the BorrowerLenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to ILFC or its Affiliates, or the audited consolidated balance sheet respective securities of any of the Borrower foregoing, and its Subsidiaries as who may be engaged in investment and other market-related activities with respect to such Persons’ securities. ILFC hereby agrees that it will use commercially reasonable efforts to identify that portion of the end of ILFC Materials that may be distributed to the Public Lenders and that (w) all such fiscal year ILFC Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking ILFC Materials “PUBLIC”, ILFC shall be deemed to have authorized the Administrative Agent, any Arranger Entity and the audited consolidated statements Lenders to treat such ILFC Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to ILFC or its securities for purposes of operationsUnited States federal and state securities laws (provided, cash flows and stockholders' equity however, that to the extent such ILFC Materials constitute Information, they shall be treated as set forth in Section 9.14); (y) all ILFC Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower Platform designated “Public Side Information”; and its Subsidiaries (z) the Administrative Agent and an Arranger Entity shall be entitled to treat any ILFC Materials that are not marked “PUBLIC” as being suitable only for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto posting on a portion of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Platform not designated “Public Side Information”.

Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish or will cause to be furnished at its expense to the LenderBank: (a) As as soon as available and in any event within sixty 120 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a copy of the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such quarter year and (ii) the related consolidated and consolidating statements of operations, income and cash flows for such year, audited and stockholders' equity of bearing an unqualified opinion by independent certified public accountants acceptable to the Borrower Bank and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared fairly presenting the financial position of the Borrower and its Subsidiaries as at the dates indicated and in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), GAAP together with a certificate statement of such accountants stating that, in making the chief financial officer examination necessary for their report, they obtained no knowledge of the Borrower stating that no Default or Event of Default has occurred and is continuing any Default, or, if a Default or an Event such accountants shall have obtained knowledge of Default has occurred any such Default, specifying the details and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretostatus thereof; (b) As as soon as available and in any event within ninety 25 days after the end of each calendar month of the Borrower, the consolidated and consolidating balance sheets of the Borrower as of the end of such month and the related consolidated and consolidating statements of income and cash flows of the Borrower for such month all in reasonable detail, certified by the chief financial officer of the Borrower as fairly presenting the financial position of the Borrower as at the dates indicated and in accordance with GAAP; (c) as soon as available and in any event within 25 days after the end of each calendar month, a completed Working Capital Loan Borrowing Base Certificate as of the end of such month; (d) as soon as available and in any event within 25 days after the end of each fiscal quarter of the Borrower and within 120 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of a Compliance Certificate from the Borrower and its Subsidiaries as of the end of such fiscal year period; (e) as soon as available and in any event within 25 days after the audited consolidated statements end of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto calendar month of the Borrower's independent public accountants , a monthly Accounts Receivable aging, accounts payables aging and a certification by such accountants stating that they have reviewed this Agreement inventory listing and whetheraging report of Borrower, in making their audit, they have become aware form satisfactory to the Bank; (f) as soon as available and in any event within ten days after the end of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet each fiscal year of the Borrower, a listing of all Accounts Receivable debtors including physical addresses, contact names and phone numbers; (g) Within 30 days after the end of each fiscal year of the Borrower, annual operating and capital budgets for the current fiscal year; (h) Promptly after the commencement thereof, notice of all actions, suits, investigations and proceedings before any court , tribunal, agency or other governmental authority, affecting the Borrower or any of its Subsidiaries; (i) As soon as available and its Subsidiaries in any event within 25-days after the end of each fiscal quarter of the Borrower, an Equipment sales report from the Borrower as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;period; and (cj) Not later than sixty days following such other information as the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Bank may from time to time reasonably request.

Reporting Requirements. The Borrower shall, unless the Lender Maintain a standard system of accounting established and administered in accordance with GAAP and shall otherwise consent in writing, furnish cause to be delivered to the Lender:Administrative Agent (for prompt distribution by the Administrative Agent to Lenders): (a) As as soon as available and in any event within sixty 90 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Loan Parties and their respective Subsidiaries as of the end of that fiscal year and the related consolidated statements of operations, stockholders’ equity and cash flows for that fiscal year, all with accompanying notes and schedules, prepared in accordance with GAAP consistently applied and audited and reported upon by Ernst & Young LLP or another firm of independent certified public accountants of similar recognized standing selected by the Borrower and acceptable to the Administrative Agent (such audit report shall not contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit or qualification which would affect the computation of financial covenants contained herein other than a qualification for consistency due to a change in the application of GAAP with which Borrower’s independent certified public accountants concur); the financial statements filed with or furnished to the SEC by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower under this reporting requirement; (b) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) Borrower, a consolidated and consolidating balance sheet of the Borrower Loan Parties and its their respective Subsidiaries as of the end of such quarter that quarter, and (ii) the related consolidated statement of operations and consolidating statements of operations, cash flows and stockholders' equity of the Borrower Loan Parties and its their respective Subsidiaries for the period commencing at from the beginning of the fiscal year to the end of the previous fiscal year and ending with the end of such that quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied (applied, unaudited but certified to be true and accurate, subject to addition of notes and ordinary normal year-end audit adjustments), together by an Authorized Financial Officer of the Borrower; the financial statements filed with or furnished to the SEC by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower under this reporting requirement; (c) concurrently with the delivery of the financial statements described in subsections (a) and (b) above, a certificate signed by (i) the Chief Executive Officer, President or Executive Vice President or (ii) an Authorized Financial Officer of the chief financial officer of Borrower, to the Borrower stating that no Default effect that, having read this Agreement, and based upon an examination which he or she deemed sufficient to enable him or her to make an informed statement, there does not exist any Event of Default has occurred and is continuing oror Default, or if a Default or an any Event of Default or Default has occurred and is continuingoccurred, a statement as to specifying the nature thereof and the action that the Borrower proposes to take facts with respect thereto; (bd) As within 90 days after the beginning of each fiscal year of the Borrower, a projection, in reasonable detail and in form and substance satisfactory to the Administrative Agent, on a quarterly basis, of the earnings, cash flow, balance sheet and covenant calculations (with assumptions for all of the foregoing) of the Loan Parties and their respective Subsidiaries for that fiscal year; (e) promptly upon becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Borrower to its stockholders, and of all regular and periodic reports and other material (including copies of all registration statements and reports under the Securities Act of 1933, as amended, and the Exchange Act) filed by the Borrower with or furnished to any securities exchange or any Governmental Authority or commission, except material filed with or furnished to governmental authorities or commissions relating to the development of Real Property Inventory in the ordinary course of the business of the Loan Parties and which does not relate to or disclose any Material Adverse Effect; the reports and financial statements filed with or furnished to the SEC by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower under these reporting requirements; (f) as soon as available and in any event within ninety 90 days after the end of the fourth quarter of each fiscal year for each Joint Venture, a statement of earnings, assets, liabilities and net worth, indicating the Borrower’s and each Loan Party’s pro rata share of such Joint Venture, in the form attached as Schedule 6.1(f); (g) the following reports: (i) within 30 days after the end of each calendar month, (beginning with the first calendar month ending at least 15 days after the Closing Date), a Borrowing Base Certificate as of the end of such month and promptly upon demand by the Administrative Agent, the Borrower shall provide the Administrative Agent with all documentation and other data supporting such calculations as the Administrative Agent may reasonably require. In the event that the Administrative Agent notifies the Borrower in writing of any inaccuracy in a Borrowing Base Certificate, the Borrower and the Administrative Agent shall work in good faith to resolve such discrepancy, but pending such resolution, the amount calculated as the Borrowing Base in such Borrowing Base Certificate shall be revised as reasonably determined by the Administrative Agent and (ii) within 45 days after the end of each of the first three quarters, and within 90 days after the end of each fiscal year of the Borrower, a report which shall include the audited consolidated balance sheet information and calculations provided for in the Compliance Certificate attached to this Agreement, which shall be in reasonable detail and in form and substance satisfactory to the Administrative Agent, with calculations indicating that the Borrower is in compliance, as of the last day of such quarterly or annual period, as the case may be, with the provisions of the financial covenants in Section 7.1 of the Borrower and its Subsidiaries as the Loan Parties and with the provisions of the end of such fiscal year Sections 7.4(g). The reports furnished pursuant to this subsection (g) shall each be certified to be true and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied correct by the unqualified opinion with respect thereto an Authorized Financial Officer of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (ch) Not later than sixty days following as soon as possible and in any event within 10 Business Days after the end of each fiscal quarter Borrower knows that any Reportable Event has occurred with respect to any Plan, a certificate statement, signed by the chief financial officer an Authorized Financial Officer of the Borrower, describing said Reportable Event and the action which the Borrower substantially proposes to take with respect thereto; (i) as soon as possible and in any event within 10 Business Days after receipt thereof by any of the form Loan Parties or any of Exhibit 6.1their respective Subsidiaries, a copy of (i) any notice or claim to the effect that any of the Loan Parties or their respective Subsidiaries is or may be liable to any Person as a result of the release or threatened release by any of the Loan Parties, any of their respective Subsidiaries or any other Person of any Hazardous Substance into the indoor or outdoor environment, and (ii) any notice or claim alleging any violation of any Environmental Law or any federal, state or local health or safety law or regulation by any of the Loan Parties or any of their respective Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect; (j) promptly following receipt thereof, copies of (i) any documents described in Section 101(f), 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan or Pension Plan; provided, that if the relevant Loan Party or ERISA Affiliate have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans or Pension Plans, then, upon reasonable request of the Administrative Agent, such Loan Party or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; and (k) such supplements to the aforementioned documents and additional information and reports as the Administrative Agent or any Lender may from time to time reasonably require.

Reporting Requirements. The Borrower shallFurnish, unless the Lender shall otherwise consent in writingor cause to be furnished, furnish to the LenderAdministrative Agent, with sufficient copies for each Lender and the Fronting Bank, the following: (ai) As promptly after the occurrence of any Event of Default, the statement of an authorized officer of the Borrower setting forth details of such Event of Default and the action that the Borrower has taken or propose to take with respect thereto; (ii) as soon as available and in any event within sixty 50 days after the end close of each of the first three quarters of in each fiscal year of the Borrower and its Subsidiaries, (i) a Borrower, consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity income of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or controller of the Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoapplied; (biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report for such year for the Borrower and its Subsidiaries as of the end of such fiscal year Subsidiaries, containing consolidated and the audited consolidated consolidating financial statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such year certified in a manner acceptable to the Lenders and the Fronting Bank by PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Lenders and the Fronting Bank, together with statements of projected financial performance prepared by management for the next fiscal year, in each case accompanied by form satisfactory to the unqualified opinion Administrative Agent; (iv) concurrently with respect thereto the delivery of the Borrower's independent public accountants financial statements specified in clauses (ii) and (iii) above a certification by certificate of the chief financial officer, treasurer, assistant treasurer or controller of the Borrower (A) stating whether he has any knowledge of the occurrence at any time prior to the date of such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware certificate of any Default or an Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Event of Default, except Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, describing its naturestating the facts with respect thereto, along with and (B) setting forth in a true and correct manner, the related unaudited consolidating balance sheet calculation of the Borrower and its Subsidiaries ratios contemplated by Section 5.02 hereof, as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity date of the Borrower and its Subsidiaries for most recent financial statements accompanying such fiscal yearcertificate, to show the Borrower’s compliance with or the status of the financial covenants contained in Section 5.02 hereof; (cv) Not later than sixty promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K that the Borrower or any of its Subsidiaries files with the SEC; (vi) as soon as possible and in any event (A) within 30 days following after the end Borrower or any member of each fiscal quarter the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred and (B) within 10 days after the Borrower or any member of the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a certificate signed by statement of the chief financial officer of the Borrower substantially describing such Termination Event and the action, if any, that the Borrower or such member of the Controlled Group, as the case may be, proposes to take with respect thereto; (vii) promptly and in any event within two Business Days after receipt thereof by the form Borrower or any member of Exhibit 6.1the Controlled Group from the PBGC, copies of each notice received by the Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; (viii) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (ix) promptly and in any event within five Business Days after receipt thereof by the Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any member of the Controlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; (x) promptly and in any event within five Business Days after ▇▇▇▇▇’▇ or S&P has changed any relevant Reference Rating, notice of such change; and (xi) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that the Borrower or any Subsidiary files with the SEC or any national securities exchange, as the Administrative Agent or the Fronting Bank or any Lender (through the Administrative Agent) may from time to time reasonably request.