Common use of Financial Statements and Information Clause in Contracts

Financial Statements and Information. (i) While any of the Resorts Group Companies is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections. (ii) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) within 45 days after the end of the first three fiscal quarters of each Fiscal Year, (1) a copy of the unaudited balance sheets of Holdings as of the close of such quarter and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as of the end of such quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (C) such other documents and reports as are reasonably requested by any Holder.

Financial Statements and Information. The Company will keep books of account and prepare financial statements and will cause to be furnished to each Investor the following reports (all of the foregoing and following to be kept and prepared in accordance with United States generally accepted accounting principles applied on a consistent basis), provided, however, that the Company shall not be obligated pursuant to this Section 5.1(a) to provide financial information to (x) any Investor, or its transferee, holding fewer than 2,000,000 shares of Preferred Stock (as adjusted for share splits, share distributions, combinations and other reclassifications) or (y) any Person whom the Company reasonably believes is a competitor of the Company. (i) While As soon as practicable, but in any event within forty-five (45) days after the end of each fiscal year of the Resorts Group Companies is subject Company, the Company will furnish to the reporting requirements of Section 13 or 15(d) each Investor preliminary, unaudited consolidated balance sheets of the Exchange ActCompany and its Subsidiaries, Holdings shall provide if any, as at the Holder with end of such annual reports fiscal year, and other informationpreliminary, documents unaudited consolidated statements of income and reports as are specified in Section 13 and 15(d) cash flows of the Exchange ActCompany and its Subsidiaries, if any, for such informationfiscal year, documents and reports to be so provided at setting forth in each case in comparative form the times specified figures for the filing of such informationprevious fiscal year, documents and reports under such sectionsif any, all in reasonable detail. (ii) If none As soon as practicable, but in any event within one hundred fifty (150) days after the end of each fiscal year of the Resorts Group Companies are subject Company, the Company will furnish to the reporting requirements of Section 13 or 15(deach Investor (A) audited consolidated balance sheets of the Exchange ActCompany and its Subsidiaries, Holdings shall provide the Holder with such annual reports and other informationif any, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its Subsidiaries, if any, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, if any, all in reasonable detail and accompanied by any Gaming Authoritya report and opinion thereon by independent auditors selected by the Company’s Board, and (B) a copy of such auditors’ management letter prepared in connection therewith, if any, (as soon as such management letter is available, which may be greater than the aforesaid 150-day period). (iii) If Holdings is not subject to As soon as practicable after the reporting requirements end of Section 13 or 15(d) each quarter of the Exchange Actfiscal year, Holdings shall deliver to Holder: but in any event within thirty (A30) within 45 days after the end of each such quarter, the first three fiscal quarters of Company will furnish to each Fiscal Year, (1) a copy of Investor the unaudited consolidated balance sheets of Holdings the Company and its Subsidiaries, if any, as of the close end of such quarter quarter, and related its unaudited consolidated statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy setting forth in each case in comparative form the figures for the corresponding period of the unaudited statements of income of Holdings for such quarterpreceding fiscal year, all prepared in accordance with GAAP (subject to normal year end adjustments) reasonable detail, and accompanied by a certification of the chief executive officer or chief financial officer of Holdings except that all such financial statements present fairly in accordance with GAAP (may not contain notes and will be subject to normal year year-end adjustmentsadjustment. (iv) As soon as practicable after the financial positionend of each month, but in any event within thirty (30) days thereafter, the results Company will furnish to each Investor the unaudited consolidated balance sheet of operations the Company and the cash flows of Holdings its Subsidiaries, if any, as of the end of such quarter month and for the portion its unaudited statement of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet and statements of income and retained earnings and cash flowsflows for such month, indicating actual results versus the Company’s plan for such month, setting forth in each case in comparative form in each case the figures for the previous Fiscal Yearcorresponding period of the preceding fiscal year, which except that such financial statements shall may not contain notes and will be prepared subject to year-end adjustment. (v) As soon as practicable after the end of each quarter of the fiscal year, but in accordance with GAAPany event within thirty (30) days after the end of each such quarter, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable the Company will furnish to the Holders, and accompanied by (1) each Investor a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, Company’s Chief Executive Officer describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification general progress of the chief executive officer or chief financial officer of Holdings that all Company and its Subsidiaries for such financial statements are complete quarter, setting forth details on research, development, sales, marketing and correct and present fairly other operating activities. (vi) As soon as practicable, but in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at any event not less than thirty (30) days before the end of such year each fiscal year, the Company will furnish to each Investor an annual operating plan and budget for the period then ended that there was no Default or Event of Default in existence next fiscal year, and, as soon as practicable after the adoption thereof by the Board before the beginning of such time fiscal year, copies of any revisions to such annual operating plan and budget. (or if any such Default or Event of Default then existedvii) The Company will furnish to each Investor with reasonable promptness, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (C) such other documents and reports information respecting the business, properties or the condition or operations, financial or other, of the Company or any Subsidiary as are such Investor may from time to time reasonably requested by any Holderrequest.

Financial Statements and Information. Furnish or cause to be furnished to Lender a copy of each of the following within the times indicated: (a) as soon as available and in any event no later than one hundred twenty (120) days after the end of each fiscal year of Borrower, (i) While any annual audited consolidated financial statements for Borrower, and all notes thereto, including a balance sheet and statements of income, retained earnings and cash flows for such fiscal year and the Resorts Group Companies is subject immediately preceding fiscal year in comparative form, all prepared in conformity with GAAP on a consolidated basis and accompanied by a report and opinion of Ernst & Young LLP or other firm of independent certified public accountants satisfactory to the reporting requirements Lender stating that such accountants have conducted audits of Section 13 or 15(d) of the Exchange Actsuch financial statements in accordance with generally accepted auditing standards and that, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Acttheir opinion, such informationfinancial statements present fairly, documents in all material respects, Borrower’s financial position as of their date and reports to be so provided at the times specified results of Borrower’s operations and cash flows for the filing of such informationperiod they covered in conformity with GAAP, documents and reports under such sections. (ii) If none copies of the Resorts Group Companies are subject to internally prepared consolidating balance sheets and statements of income of Borrower and its Subsidiaries utilized in the reporting requirements of Section 13 or 15(d) preparation of the Exchange Actconsolidated financial statements of Borrower furnished to Lender pursuant to clause (i) preceding and certified on behalf of Borrower by an appropriate officer or other responsible party acceptable to Lender, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to a Compliance Certificate substantially in the reporting requirements form of Section 13 or 15(dExhibit D; (b) of the Exchange Act, Holdings shall deliver to Holder: (A) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Yearfiscal year of Borrower, (1) i), unaudited consolidated financial statements for Borrower, including a copy of the unaudited balance sheets of Holdings sheet as of at the close of such quarter and related statements an income statement and statement of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) on a consolidated basis and accompanied certified on behalf of Borrower by a certification of the chief executive an appropriate officer or chief financial officer other responsible party acceptable to Lender, and (ii) a Compliance Certificate substantially in the form of Holdings that all such financial statements present fairly Exhibit D; (c) as soon as available and in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as of any event within 30 calendar days after the end of such quarter and for each fiscal quarter, a complete aging of all accounts receivable by Borrower; (d) promptly following the portion discovery thereof, information in reasonable detail correcting any information provided to Lender in reliance upon information from a customer of Borrower which Borrower discovers to be inaccurate or misleading in any material respect; (e) promptly upon the Fiscal Year then endedfiling thereof, copies of all registration statements, and that there was no Default annual, quarterly, monthly or Event other regular reports filed by or on behalf of Default in existence as Borrower or any of such time its Subsidiaries with the Securities and Exchange Commission; and (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (Cf) such other documents information relating to Borrower’s or any Subsidiary’s financial condition and reports affairs as are Lender may from time to time reasonably requested request or as may be required from time to time by any HolderLoan Document.

Financial Statements and Information. (a) Prior to the consummation of an initial Public Offering, the Company shall deliver to each AMFM Investor who holds more than 5% of the then outstanding number of Common Units: (i) While any of the Resorts Group Companies is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections. (ii) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) within 45 60 days after the end of the first three each monthly accounting period in each fiscal quarters of each Fiscal Year, (1) a copy year of the unaudited balance sheets Company (other than any monthly accounting period ending on the last day of Holdings as a fiscal quarter of the close Company) (or such earlier date as such financial statements are delivered to the providers of such quarter and related any of the Company's debt financing), unaudited consolidated statements of income and cash flows for that portion of the Fiscal Year ending as of the close of Company and its Subsidiaries for such quartermonthly period (and, and (2) a copy of the if otherwise available, unaudited consolidated statements of income of Holdings the Company and its Subsidiaries for the period from the beginning of the fiscal year to the end of such quarter, all prepared in accordance with GAAP (subject to normal year end adjustmentsmonth) and accompanied by a certification unaudited consolidated balance sheets of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations Company and the cash flows of Holdings its Subsidiaries as of the end of such quarter monthly period (and, if otherwise available, such financial statements shall set forth in each case comparisons to the Company's and for its Subsidiaries' corresponding period in the portion preceding fiscal year). Such financial statements shall be prepared, in all material respects, in accordance with generally accepted accounting principles, consistently applied, subject to the absence of the Fiscal Year then ended, footnote disclosures and that there was no Default or Event of Default in existence as of such time to normal year-end adjustments; (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (Bii) within 90 60 days after the close end of each Fiscal Year, a copy quarterly accounting period in each fiscal year of the annual audited Company (other than any quarterly accounting period ending on the last day of a fiscal year of the Company) (or such earlier date as such financial statements are delivered to the providers of Holdingsany of the Company's debt financing), consisting of a balance sheet and unaudited consolidated statements of income and retained earnings cash flows of the Company and cash flowsits Subsidiaries for such quarterly period (and, setting if otherwise available, unaudited consolidated statements of income of the Company and its Subsidiaries for the period from the beginning of the fiscal year to the end of such quarter) and unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of such quarterly period (and, if otherwise available, such financial statements shall set forth in comparative form in each case comparisons to the figures for Company's and its Subsidiaries' corresponding period in the previous Fiscal Year, which preceding fiscal year). Such financial statements shall be prepared prepared, in all material respects, in accordance with GAAPgenerally accepted accounting principles, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable consistently applied, subject to the Holders, absence of footnote disclosures and accompanied by to normal year-end adjustments; and (1iii) a report from such accountants to within 120 days after the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event end of Default has occurred each fiscal year of the Company (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all earlier date as such financial statements are complete delivered to the providers of any of the Company's, debt financing), audited consolidated statements of income and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings the Company and its Subsidiaries for such fiscal year, and audited consolidated balance sheets of the Company and its Subsidiaries as at of the end of such fiscal year (and, if otherwise available, such financial statements shall set forth in each case comparisons to the Company's and its Subsidiaries' corresponding period in the preceding fiscal year). Such financial statement shall be prepared, in all material respects, in accordance with generally accepted accounting principles, consistently applied. (b) Prior to the consummation of an initial Public Offering, as may be reasonably requested from time to time, the Company shall cooperate with and provide financial information to each AMFM Investor who holds more than 5% of the then outstanding number of Common Units for the period then ended that there was no Default or Event of Default in existence as purposes of such time (AMFM Investor's reporting obligations under the Securities Exchange Act of 1934, as amended, or if any as may otherwise be required by such Default or Event of Default then existed, describing AMFM Investor for disclosure to the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (C) securities analysts who follow such other documents and reports as are reasonably requested by any HolderAMFM Investor's publicly traded securities.

Financial Statements and Information. (i) While any GWW has previously provided to Giga complete and correct copies of the Resorts Group Companies is subject to the reporting requirements (A) its unaudited consolidated balance sheet and unaudited consolidated statement of Section 13 or 15(d) income as of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing year ended December 31, 2020; and (B) its unaudited consolidated balance sheet and unaudited consolidated statement of income as of and for the nine (9) month period ended September 30, 2021, all without notes to such financial information, documents ; and reports under such sections. (ii) If none of the Resorts Group Companies are subject it will provide Giga when available, and prior to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: Closing (A) within 45 days after its consolidated audited financial statements (including any related notes and schedules thereto and the end signed, unqualified opinion of Xxxxxx LLP, its independent auditor) for the first three fiscal quarters of each Fiscal Yearyears ended December 31, 2020 and 2019 (1the “GWW 2020 Audited Financial Statements”) a copy of and (B) the unaudited interim consolidated balance sheets of Holdings as of the close of such quarter and related statements of income (in each case, without any related notes and cash flows schedules) for that portion each of the Fiscal Year ending as quarterly and annual periods ended thereafter (all of the close of such quarter, foregoing audited and (2) a copy unaudited financial statements and information referred to collectively as the “GWW Financial Statements”). Each of the GWW Financial Statements (including, in each case, any notes and schedules thereto): (i) was (or, in the case of the GWW 2020 Audited Financial Statements and the unaudited interim consolidated balance sheets and statements of income of Holdings for such quarterto be delivered hereunder, all will be) prepared in accordance with GAAP or IFRS, as applicable, applied on a consistent basis throughout the periods involved (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings except as of the end of such quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to indicated in the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect notes thereto); and (Cii) fairly presented (or, in the case of the GWW 2020 Audited Financial Statements. unaudited interim consolidated balance sheets and statements of income to be delivered hereunder, will fairly present) in all material respects the consolidated financial position and the results of operations, changes in stockholders’ equity, and cash flows of GWW and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such other documents financial statements, subject, in the case of unaudited interim financial statements, to normal and reports year-end audit adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). The GWW 2020 Audited Financial Statements will not differ materially from GWW’s unaudited consolidated balance sheet and unaudited consolidated statement of income as are reasonably requested of and for the year ended December 31, 2020 previously provided to Giga, except that the GWW 2020 Audited Financial Statements will contain notes as required by any HolderGAAP.

Financial Statements and Information. (i) While any Maintain, and cause each of the Resorts Group Companies is subject its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish or cause to be furnished to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports Agent and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections.each Lender: (iia) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActAs soon as available, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with but in any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) event within 45 105 days after the end of the first three fiscal quarters of each Fiscal Year, (1) a copy of the unaudited balance sheets of Holdings as of the close of such quarter and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as of the end of such quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet Parent's Consolidated and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings Consolidating Balance Sheets as at the end of such year Fiscal Year, together with the related Consolidated and Consolidating Statements of Operations and Stockholders' Equity and Consolidated Cash Flows as of and through the end of such Fiscal Year, setting forth in each case in comparative form the figures for the preceding Fiscal Year. The Consolidated Balance Sheets and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows (as well as like separate consolidated Balance Sheets and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows of Physics) shall be audited and certified without qualification by the Accountants, which certification shall (i) state that the examination by such Accountants in connection with such Consolidated financial statements has been made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, and (ii) include the opinion of such Accountants that such Consolidated financial statements have been prepared in accordance with GAAP in a manner consistent with prior fiscal periods, except as otherwise specified in such opinion. The Consolidating Balance Sheets and Consolidating Statements of Operations, Stockholders' Equity and Cash Flows shall be certified by a Financial Officer of the Parent, as being complete and correct in all material respects and as presenting fairly the Consolidating financial condition and the Consolidating results of operations of the Parent and its Subsidiaries. Notwithstanding any of the foregoing, the Parent may satisfy its obligation to furnish Consolidated Balance Sheets and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows by furnishing copies of the Parent's annual report on Form 10-K in respect of such Fiscal Year, together with the financial statements required to be attached thereto, provided the Parent is required to file such annual report on Form 10-K with the SEC and such filing is actually made. (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, a copy of the Consolidated and Consolidating Balance Sheets of the Parent and its Consolidated Subsidiaries as at the end of each such quarterly period, together with the related Consolidated and Consolidating Statements of Operations and Consolidated Statement of Cash Flows for such period and for the period then ended that there was no Default or Event elapsed portion of Default the Fiscal Year through such date, setting forth in existence each case in comparative form the figures for the corresponding periods of the preceding Fiscal Year, certified by a Financial Officer of the Parent, as being complete and correct in all material respects and as presenting fairly the Consolidated and Consolidating financial condition and the Consolidated and Consolidating results of operations of the Parent and its Subsidiaries. Notwithstanding any of the foregoing, the Parent may satisfy its obligation to furnish quarterly Consolidated Balance Sheets and Consolidated Statement of Operations and Cash Flows by furnishing copies of the Parent's quarterly report on Form 10-Q in respect of such Fiscal Quarter, together with the financial statements required to be attached thereto, provided the Parent is required to file such quarterly report on Form 10-Q with the SEC and such filing is actually made. (c) Within 50 days after the end of each of the first three Fiscal Quarters (105 days after the end of the last Fiscal Quarter), a Compliance Certificate, certified by a Financial Officer of the Parent. (d) As soon as available, but not later than 30 days after the last day of each Fiscal Year, budgets for the Parent and its Subsidiaries for the coming Fiscal Year, in form and substance reasonably satisfactory to the Agent. (e) Monthly, and not later than the 25th day following the last day of each month, (i) with respect to the Parent and its Subsidiaries, separate accounts receivable aging reports for the Borrowers, GP Canada, GP (UK) and MXL as of such time the last day of the immediately preceding month, in form and substance reasonably satisfactory to the Agent, (or if any such Default or Event ii) a certification as to the outstanding principal balance of Default then existedeach Intercompany Demand Note as of the last day of the immediately preceding month, describing (iii) a Borrowing Base Certificate together with statements of accounts payable as of the nature thereof last day of the immediately preceding month, (iv) a report in a format satisfactory to the Agent comparing the actual results of Physics, GP Canada, GP (UK) and any action taken or proposed MXL, each separately, against its respective projections, both for the immediately preceding month and for the year to be taken by Holdings with respect thereto); date and (Cv) separate internally prepared financial statements of Physics, GP Canada, GP (UK) and MXL. (f) Not less than one and not more than three days prior to each Borrowing Date, an Updated Borrowing Base Certificate. (g) Not less than one and not more than three days prior to each Covered Event, an Updated Borrowing Base Certificate giving effect to the transactions contemplated by such Covered Event. (h) Within 25 days of the last day of each Fiscal Quarter, a report in a format satisfactory to the Agent comparing Parent's actual results against its projections (on a consolidated and consolidating basis), both for such immediately preceding Fiscal Quarter and for the year to date. (i) Such other documents and reports information as are the Agent or any Lender may reasonably requested by any Holderrequest from time to time.

Financial Statements and Information. (i) While any of the Resorts Group Companies is subject Such Borrower will furnish ------------------------------------ to each Bank, or to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified Agent which will in Section 13 and 15(d) of the Exchange Act, such information, documents and reports turn furnish to be so provided at the times specified for the filing of such information, documents and reports under such sections.each Bank: (iia) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports as soon as available and other information, documents and reports as are required to be maintained by and/or filed with in any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) event within 45 60 days after the end of the first three first, second and third quarterly accounting periods in each fiscal quarters of each Fiscal Year, (1) a copy of the unaudited balance sheets of Holdings as of the close year of such quarter and related statements Borrower, copies of income and cash flows for that portion of the Fiscal Year ending as of the close a consolidated balance sheet of such quarter, Borrower and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings its Consolidated Subsidiaries as of the end of such quarter accounting period and for the portion of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet and statements of related consolidated income and retained earnings statements of such Borrower and cash flowsits Consolidated Subsidiaries for the elapsed portion of the fiscal year ended with the last day of such accounting period, setting forth all in reasonable detail and stating in comparative form in each case the figures amounts for the corresponding date and period in the previous Fiscal Yearfiscal year, which and all prepared in accordance with GAAP, subject to year-end audit adjustments and certified by an authorized financial officer of such Borrower, provided -------- that if the Borrower is not incorporated in the United States, such financial statements shall be prepared in accordance with GAAPaccounting principles generally accepted in its country of incorporation. (b) as soon as available and in any event within 120 days after the end of each fiscal year of such Borrower, copies of consolidated balance sheets of such Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of income and retained earnings of such Borrower and its Consolidated Subsidiaries for such fiscal year, in reasonable detail and stating in comparative form the figures as of the end of and for the previous fiscal year pre pared in accordance with GAAP and certified by a firm of independent certified public accountants of recognized national standing as may be selected by Holdings such Borrower and reasonably acceptable satisfactory to the HoldersAgent, provided that, if the Borrower is not incorporated in the United -------- States, such financial statements shall be prepared in accordance with accounting principles generally accepted in its country of incorporation and such financial statements may be unaudited, and accompanied by provided further, that, -------- ------- if such Borrower is a Subsidiary of the Company, such financial statements may be unaudited; (1c) a report from such accountants concurrently with each of the financial statements furnished pursuant to the effect thatforegoing subsections (a) and (b), a certificate of the chairman, president, a vice president (whose duties are in connection with their audit examinationthe finance area) or the treasurer or any assistant treasurer of such Borrower, nothing has come to their attention to cause them to believe stating that in the opinion of such officer, based upon a Default or review made under his supervision, no Event of Default or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred (and is continuing, and such Borrower has performed and observed all of, and such Borrower is not in default in the performance or observance of any of, the terms and covenants hereof or, if any such Default or Event of Default has occurredBorrower shall be in default, describing specifying all such defaults, and the nature thereof and any action taken by Holdings with respect thereto) (thereof, of which the signer of such certificate may be limited have knowledge; (d) concurrently with their being filed, mailed or eliminated delivered, as applicable, copies of all proxy statements, financial statements and reports which such Borrower shall send or make available generally to the extent required by accounting rules or guidelines)its shareholders, and copies of all reports on Forms 10-K, 10-Q and 8-K and all other filings and reports specifically requested by the Agent or a Bank which such Borrower or any of its Subsidiaries may be required to file with the Securities and Exchange Commission or any similar or corresponding governmental commission, department or an agency substituted therefor or with any securities exchange located in the United States of America; and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (Ce) such other documents information relating to the business, affairs and reports financial condition of the Company and its Subsidiaries as are reasonably the Agent (when requested so to do by any HolderBank) may from time to time reasonably request.

Financial Statements and Information. (i) While The Company will furnish to you, so long as you shall be obligated to purchase or shall hold any of the Resorts Group Companies is subject Debentures, and to the reporting requirements each other institutional holder of Section 13 or 15(d) any of the Exchange ActDebentures, Holdings shall provide the Holder with such annual reports in duplicate: A. as soon as available and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections. (ii) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) event within 45 60 days after the end of the first three first, second and third quarterly accounting periods in each fiscal quarters of each Fiscal Year, (1) a copy year of the unaudited Company, copies of a consolidated balance sheets sheet and statement of Holdings capitalization of the Company and its Subsidiaries as of the close end of such quarter accounting period and of the related consolidated statements of income income, retained earnings and cash flows sources of funds used for that construction of the Company and its Subsidiaries for such accounting period and for the portion of the Fiscal Year ending as of fiscal year ended with the close last day of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarterquarterly accounting period, all in reasonable detail, prepared in accordance with GAAP (subject to normal year end adjustmentsconsistently applied except as set forth in the notes thereto) and accompanied stating in comparative form the respective consolidated figures for the corresponding date and period in the previous fiscal year and all certified by a certification of the chief executive officer or chief principal financial officer of Holdings that all such financial statements the Company to present fairly in accordance with GAAP (the information contained therein, subject to normal year-end and audit adjustments; B. as soon as available and in any event within 90 days after the end of each fiscal year end adjustmentsof the Company, (a) copies of a consolidated balance sheet and statement of capitalization of the financial position, the results of operations Company and the cash flows of Holdings its Subsidiaries as of the end of such quarter fiscal year and of the related consolidated statements of income, retained earnings and sources of funds used for construction of the Company and its Subsidiaries for such fiscal year, all in reasonable detail prepared in accordance with GAAP (consistently applied except as set forth in the notes thereto) and stating in comparative form the respective consolidated figures as of the end of and for the portion previous fiscal year, and (b a consolidating balance sheet of the Fiscal Year then endedCompany and its Subsidiaries as of the end of such fiscal year and of the related consolidating statement of income of the Company and its Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP (consistently applied except as set forth in the notes thereto) and as to the consolidated statements, certified to the Company by independent public accountants of recognized standing selected by the Company whose certificate shall be in scope and substance satisfactory to you and, as to the consolidating statements certified by the principal financial officer of the Company to be correct and complete and to present fairly the information contained therein, and (2) a written statement of the accountants referred to in clause (1) above stating that in making the examination necessary for their report on such financial statements they obtained no knowledge of any Default or Event of Default or, if such accountants shall have obtained knowledge of any Default or Event of Default, specifying the nature and status thereof; C. concurrently with the financial statements for each quarterly accounting period and for each fiscal year of the Company, furnished pursuant to Subsections A and B of this Section, a certificate of the President or an Executive Vice President of the Company containing computations demonstrating compliance during such accounting period or fiscal year, as the case may be, with Sections 8.4 and 8.6, and that there was stating that, based upon such examination or investigation and review of this Agreement, no Default or Event of Default in existence as exists or to the knowledge of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Yearhas existed during such period or, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that if a Default or Event of Default has occurred (shall exist or if any such Default or Event of Default has occurredhave existed, describing specifying the nature and period of existence thereof and any what action taken by Holdings the Company has taken, is taking or proposes to take with respect thereto) (which certificate may be limited or eliminated ; D. promptly after the receipt thereof by the Company, copies of any reports as to material inadequacies in accounting controls submitted to the extent required Company by accounting rules independent accountants in connection with any audit of the Company or guidelinesof any Subsidiary made by such accountants; E. promptly after receipt thereof by the Company, copies of each audit report submitted to the Company or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any Subsidiary; F. promptly after the same are available, copies of (1) all such proxy statements. financial statements and reports as the Company shall send or make available generally to any of its security holders or as any Subsidiary shall send or make available generally to any of its security holders (other than the Company or another Subsidiary), and copies of all regular and periodic reports and of all registration statements (other than on Form S-8 or a similar form) which the Company or any Subsidiary may file with the SEC or with any securities exchange, and (2) a certification all annual financial reports filed by the Company or any Subsidiary with the North Carolina Utilities Commission or with the Federal Energy Regulatory Commission; G. immediately after becoming aware of the chief executive officer or chief financial officer existence of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no a Default or Event of Default in existence as Default, a certificate of such time (the Chairman of the Board, the President, Executive Vice President or if any such Default or Event a principal financial officer of Default then existed, describing the Company specifying the nature and period of existence thereof and any what action taken the Company or proposed a Subsidiary, as the case may be, is taking or proposes to be taken by Holdings take with respect thereto); H. immediately upon becoming aware that the holder of any evidence of indebtedness of the Company (including Bonds of any series outstanding under the Indenture) or the Trustee under the Indenture has given notice or taken any other action with respect to a claimed default, a written notice specifying the notice given or action taken by such holder or the Trustee and the nature of the claimed default and what action the Company is taking or proposes to take with respect thereto; I. immediately upon becoming aware of any condition or event which constitutes or, after notice or lapse of time or both, would constitute a default specified in Section 11.01 of Article Eleven of the Indenture, a written notice specifying the nature and period of existence thereof, and what action the Company has taken, is taking or proposes to take with respect thereto; and (C) and J. with reasonable promptness, such other documents information relating to the performance of the provisions of this Agreement and reports the Debentures and the business, affairs and financial condition of the Company and its Subsidiaries as are you or any such holder may from time to time reasonably requested request. The Company will keep at its principal executive office a true copy of this Agreement (as at the time in effect), and cause the same to be available for inspection at said office during normal business hours by any Holderholder of a Debenture or any prospective purchaser of a Debenture designated by the holder thereof.

Financial Statements and Information. (i) While any Maintain, and cause each of the Resorts Group Companies is subject its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish or cause to be furnished to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports Agent and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections.each Lender: (iia) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActAs soon as available, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with but in any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) event within 45 105 days after the end of each fiscal year, a copy of the Parent's Consolidated and Consolidating Balance Sheets as at the end of such fiscal year, together with the related Consolidated and Consolidating Statements of Operations and Stockholders' Equity and Consolidated Cash Flows as of and through the end of such fiscal year, setting forth in each case in comparative form the figures for the preceding fiscal year. The Consolidated Balance Sheets and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows (as well as like separate consolidated Balance Sheets and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows of Physics) shall be audited and certified without qualification by the Accountants, which certification shall (i) state that the examination by such Accountants in connection with such Consolidated financial statements has been made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, and (ii) include the opinion of such Accountants that such Consolidated financial statements have been prepared in accordance with GAAP in a manner consistent with prior fiscal periods, except as otherwise specified in such opinion. The Consolidating Balance Sheets and Consolidating Statements of Operations, Stockholders' Equity and Cash Flows shall be certified by a Financial Officer of Parent, as being complete and correct in all material respects and as presenting fairly the Consolidating financial condition and the Consolidating results of operations of the Parent and its Subsidiaries. Notwithstanding any of the foregoing, Parent may satisfy its obligation to furnish Consolidated Balance Sheets and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows by furnishing copies of the Parent's annual report on Form 10-K in respect of such fiscal year, together with the financial statements required to be attached thereto, provided Parent is required to file such annual report on Form 10-K with the SEC and such filing is actually made. (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, (1) a copy of the unaudited balance sheets of Holdings as of the close of such quarter and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as of the end of such quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Yearfiscal year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet Consolidated and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification Consolidating Balance Sheets of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete Parent and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings its Consolidated Subsidiaries as at the end of each such year quarterly period, together with the related Consolidated and Consolidating Statements of Operations and Consolidated Statement of Cash Flows for such period and for the period then ended that there was no Default or Event elapsed portion of Default the fiscal year through such date, setting forth in existence each case in comparative form the figures for the corresponding periods of the preceding fiscal year, certified by a Financial Officer of Parent, as being complete and correct in all material respects and as presenting fairly the Consolidated and Consolidating financial condition and the Consolidated and Consolidating results of operations of the Parent and its Subsidiaries. Notwithstanding any of the foregoing, the Parent may satisfy its obligation to furnish quarterly Consolidated Balance Sheets and Consolidated Statement of Operations and Cash Flows by furnishing copies of the Parent's quarterly report on Form 10-Q in respect of such fiscal quarter, together with the financial statements required to be attached thereto, provided Parent is required to file such quarterly report on Form 10-Q with the SEC and such filing is actually made. (c) Within 50 days after the end of each of the first three fiscal quarters (105 days after the end of the last fiscal quarter), a Compliance Certificate, certified by a Financial Officer of Parent. (d) As soon as available, but not later than 30 days after the last day of each fiscal year, budgets for each Borrower and its Subsidiaries for the coming fiscal year, in form and substance reasonably satisfactory to the Agent. (e) Monthly, and not later than the 25th day following the last day of each month, (i) with respect to each Borrower and its Subsidiaries, separate accounts receivable aging reports for Parent, Physics, GP Canada, GP (UK) and MXL, in form and substance reasonably satisfactory to the Agent and (ii) a certification as to the outstanding principal balance of each Intercompany Demand Note as of such the last day of the immediately preceding month. (f) Such other information as the Agent or any Lender may reasonably request from time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (C) such other documents and reports as are reasonably requested by any Holdertime.

Financial Statements and Information. From and after the date hereof and until the Closing Date, (a) the Company shall (i) While any deliver to Purchaser: (A) within 30 days after the end of each of the Resorts Group Companies is subject to the reporting requirements first two months of Section 13 or 15(deach Fiscal Quarter, (i) a copy of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified in Section 13 and 15(d) unaudited consolidated balance sheet of the Exchange Act, such information, documents Company and reports to be so provided at its Subsidiaries as of the times specified for the filing end of such informationmonth and the related consolidated statements of income and cash flows for that portion of the Fiscal Year ending as of the end of such month, documents and reports under such sections. (ii) If none a copy of the Resorts Group Companies are unaudited consolidated statements of income of the Company and its Subsidiaries for such month, all prepared in accordance with GAAP (except as noted therein and subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority.normal year-end adjustments); (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (AB) within 45 days after the end of the first three fiscal quarters of each Fiscal YearQuarter, (1i) a copy of the unaudited consolidated balance sheets sheet of Holdings the Company and its Subsidiaries as of the close of such quarter Fiscal Quarter and the related consolidated statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2ii) a copy of the unaudited consolidated statements of income of Holdings the Company and its Subsidiaries for such quarter, all prepared in accordance with GAAP (except as noted therein and subject to normal year year-end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP ); (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as of the end of such quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (BC) within 90 days after the close of each Fiscal Year, a copy of the annual audited consolidated financial statements of Holdingsthe Company and its Subsidiaries, consisting of a consolidated balance sheet and consolidated statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a C&L, or any other firm of independent certified public accountants of recognized national standing selected by Holdings the Company and reasonably acceptable to the Holders, and accompanied by Purchaser; and (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (CD) such other documents and reports information concerning the business, condition (financial or otherwise) or operations of the Company as are Purchaser may from time to time reasonably requested by any Holder.request; and

Financial Statements and Information. (a) Prior to the consummation of an initial Public Offering, the Company shall deliver to each Capstar Investor who holds more than 5% of the then outstanding number of Common Units: (i) While any of the Resorts Group Companies is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections. (ii) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) within 45 60 days after the end of the first three each monthly accounting period in each fiscal quarters of each Fiscal Year, (1) a copy year of the Company (other than any monthly accounting period ending on the last day of a fiscal quarter of the Company) (or such earlier date as such financial statements are delivered to the providers of any of the Company's debt financing), unaudited consolidated statements of income and cash flo ws of the Company and its Subsidiaries for such monthly period (and, if otherwise available, unaudited consolidated statements of income of the Company and its Subsidiaries for the period from the beginning of the fiscal year to the end of such month) and unaudited consolidated balance sheets of Holdings the Company and its Subsidiaries as of the close end of such quarter monthly period (and, if otherwise available, such financial statements shall set forth in each case comparisons to the Company's and related its Subsidiaries' corresponding period in the preceding fiscal year). Such financial statements shall be prepared, in all material respects, in accordance with generally accepted accounting principles, consistently applied, subject to the absence of footnote disclosures and to normal year-end adjustments; (ii) within 60 days after the end of each quarterly accounting period in each fiscal year of the Company (other than any quarterly accounting period ending on the last day of a fiscal year of the Company) (or such earlier date as such financial statements are delivered to the providers of any of the Company's debt financing), unaudited consolidated statements of income and cash flows for that portion of the Fiscal Year ending as of the close of Company and its Subsidiaries for such quarterquarterly period (and, and (2) a copy of the if otherwise available, unaudited consolidated statements of income of Holdings the Company and its Subsidiaries for the period from the beginning of the fiscal year to the end of such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification unaudited consolidated balance sheets of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations Company and the cash flows of Holdings its Subsidiaries as of the end of such quarter quarterly period (and, if otherwise available, such financial statements shall set forth in each case comparisons to the Company's and for its Subsidiaries' corresponding period in the portion preceding fiscal year). Such financial statements shall be prepared, in all material respects, in accordance with generally accepted accounting principles, consistently applied, subject to the absence of the Fiscal Year then ended, footnote disclosures and that there was no Default or Event of Default in existence as of such time to normal year-end adjustments; and (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (Biii) within 90 120 days after the close end of each Fiscal Year, a copy fiscal year of the annual audited Company (or such earlier date as such financial statements are delivered to the providers of Holdingsany of the Company's debt financing), consisting of a balance sheet and audited consolidated statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings the Company and its Subsidiaries for such fiscal year, and audited consolidated balance sheets of the Company and its Subsidiaries as at of the end of such fiscal year (and, if otherwise available, such financial statements shall set forth in each case comparisons to the Company's and its Subsidiaries' corresponding period in the preceding fiscal year). Such financial statement shall be prepared, in all material respects, in accordance with generally accepted accounting principles, consistently applied. (b) Prior to the consummation of an initial Public Offering, as may be reasonably requested from time to time, the Company shall cooperate with and provide financial information to each Capstar Investor who holds more than 5% of the then outstanding number of Common Units for the period then ended that there was no Default or Event of Default in existence as purposes of such time (Capstar Investor's reporting obligations under the Securities Exchange Act of 1934, as amended, or if any as may otherwise be required by such Default or Event of Default then existed, describing Capstar Investor for disclosure to the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (C) securities analysts who follow such other documents and reports as are reasonably requested by any HolderCapstar Investor's publicly traded securities.

Financial Statements and Information. The Company will deliver (iin duplicate) While to you, so long as you are committed to purchase Notes hereunder or shall hold any Notes, and to each other holder of 10% or more in principal amount of the Resorts Group Companies is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided Notes at the times specified for the filing of such information, documents and reports under such sections.time outstanding: (iia) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports as soon as available and other information, documents and reports as are required to be maintained by and/or filed with in any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) event within 45 60 days after the end of the first three first, second and third quarterly accounting periods in each fiscal quarters of each Fiscal Year, (1) a copy year of the unaudited Company, combined and combining balance sheets of Holdings the Company, its Subsidiaries and the Division as of at the close end of such quarter period and the related combined and combining statements of income and cash flows for that portion surplus and of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as the Company, its Subsidiaries and the Division for such period, for the periods from the beginning of the current fiscal year to the end of such quarter quarterly period, and for the portion 12-month period ended with such quarterly period, setting forth in each case, in comparative form the figures for the corresponding periods of the Fiscal Year previous fiscal year, all in reasonable detail and certified, subject to changes resulting form year-end audit adjustments, by a principal financial officer of the Company; (b) as soon as available and in any event within 100 days after the end of each fiscal year of the Company, combined and combining balance sheets of the Company, its Subsidiaries and the Division (and, in case the Company shall have any Subsidiaries which are not Wholly-Owned Domestic Subsidiaries, a combined balance sheet of the Company, its Wholly-Owned Domestic Subsidiaries and the Division) as at the end of such fiscal year and the related combined and combining statements of income and surplus and of changes in financial position of the Company, its Subsidiaries and the Division (and, in case the Company shall have any Subsidiaries which are not Wholly-Owned Domestic Subsidiaries, combined statements of income and surplus and of cash flows of the Company, its Wholly-Owned Domestic Subsidiaries and the Division) for such fiscal year, setting forth in each case, in comparative form the figures for the precious fiscal year, all in reasonable detail and accompanied by the report and opinion thereon of independent public accountants of recognized national standing selected by the Company and reasonably satisfactory to you, if you shall then endedbe committed to purchase Notes hereunder or shall hold any Notes; (c) together with each delivery of financial statements pursuant to subdivisions (a) and (b) above, an Officer's Certificate of the Company (x) stating that the signer has reviewed the relevant terms of this Agreement and of the Notes and have made, or caused to be made under their supervision, a review of the transactions and condition of the Company and its Subsidiaries during the period in question, and that there was no such review has not disclosed the existence during such period and that the signer does not have knowledge of the existence as of the date of such Officer's Certificate of the Company of any condition or event which constitutes a Default or an Event of Default in existence as of such time (or or, if any such Default or Event of Default then existedexisted or exists, describing specifying the nature and period of existence thereof and any what action the Company has taken or proposed is taking or proposes to be taken by the Company take with respect thereto); , and (By) specifying the amount of all Restricted Investments, Restricted Stock Payments and Restricted Subordinated Debt Payments made during such period and the amount available as at the end of such period for Restricted Investments, Restricted Stock Payments and Restricted Subordinated Debt Payments in compliance with Section 10.3 and showing in reasonable detail the calculations thereof; (d) together with each delivery of financial statements pursuant to subdivision (b) above, a separate report by the independent public accountants reporting thereon (i) stating that their examination has included a review of the relevant terms of this Agreement, the Inducement Agreement and the Notes as they relate to accounting matters, (ii) stating whether to not their examination has disclosed the existence or occurrence, during or as at the end of the fiscal year covered by such financial statements, of any condition or event which constitutes a Default or an Event of Default, and, if their examination has disclosed such a Default or Event of Default specifying the nature and period of existence thereof, and (iii) specifying the amount of all Restricted Investments, Restricted Stock Payments and Restricted Subordinated Debt Payments made during such fiscal year and the amount available as at the end of such fiscal year for Restricted Investments, Restricted Stock Payments and Restricted Subordinated Debt Payments in compliance with Section 10.3 and showing in reasonable detail the calculations thereof; (e) within 90 15 days after of (i) any material amendment, modification or supplement to the close Gas Sale Contract, including any amendment not permitted by Section 10.10, or (ii) the existence of each Fiscal Yeara payment default under the Gas Sale Contract, an Officer's Certificate of the Company, with respect to the period beginning on the later of the date hereof and the date of the last such certificate and ending on the date of such certificate (x) specifying the nature of any amendment, modification or supplement to the Gas Sale Contract (and attaching a copy thereof) made during such period and stating whether such amendment, modification or supplement is permitted by the terms of Section 10.10, (y) specifying the amounts and dates of all payments made during such period by Seagull to the Company pursuant to the Gas Sale Contract, demonstrating in reasonable detail the calculation thereof, and (z) stating that the signer has reviewed the relevant terms of the annual audited financial statements Gas Sale Contract and that such review has not disclosed the existence during such period of Holdingsany payment default by Seagull of its obligations under the Gas Sale Contract, consisting and that the signer does not have knowledge of a balance sheet the existence as at the date of such Officer's Certificate of any such default by Seagull or, if any such default existed or exists, specifying the nature and statements period of income existence thereof and retained earnings what action Seagull has taken or is taking or proposes to take with respect thereto; (f) prior to becoming liable with respect to any Funded Debt, an Officer's Certificate of the Company stating that the signer has reviewed the relevant terms of this Agreement and cash flowsthat the Funded Debt with respect to which the Company proposes to become liable is permitted by Section 10.1 and showing in reasonable detail the calculations thereof, setting forth in comparative form in each case with the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified confirmation thereof endorsed thereon by a firm of independent certified public accountants of recognized national standing selected by Holdings the Company and reasonably acceptable satisfactory to you, if you shall then be committed to purchase Notes hereunder, or shall hold any Notes, except that such confirmation shall not be required if the officer signing such Officer's Certificate of the Company is engaged in accounting work of business, whether or not a certified, licensed or public accountant, provided, however, that the Company's obligation to deliver an Officer's Certificate pursuant to this Section 6 (f), shall continue only as long as it is obligated to deliver a similar Officer's Certificate pursuant to note agreements under which the Company's (i) 12.70% Series F Notes due July 1, 1995, (ii) 12.80% Series G Notes due July 1, 2000 and (iii) 12.75% Series H Notes due July 1, 2000, were issued; (g) promptly upon receipt thereof, copies of all audit reports submitted to the Holders, and accompanied Company or Seagull by (1) a report from such independent public accountants to the effect that, in connection with their each annual, interim or special audit examinationof the accounts of the Company or any of its Subsidiaries or the Division made by such accountants; (h) promptly upon transmission thereof, nothing has come copies of each report on Federal Energy Regulatory Commission Form 2 (or similar report) filed by the Company with the PUC or any governmental authority succeeding to their attention any of its functions (and, to cause them the extent requested by you or such holder, copies of all regular and periodic reports filed by the Company or any of its Subsidiaries with the PUC or any governmental authority succeeding to believe that any of its functions) and copies of all regular and periodic reports filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental authority succeeding to any of its functions; (i) forthwith upon any principal officer of the Company obtaining knowledge of any condition or event which constitutes a Default or an Event of Default has occurred (or if any such Default or Event Default, an Officer's Certificate of Default has occurred, describing the Company specifying the nature and period of existence thereof and any what action the Company has taken by Holdings or is taking or proposes to take with respect thereto; and (j) (which certificate with reasonable promptness, such other information and data with respect to the Company of any of its Subsidiaries or the Division or the performance by the Company of this Agreement or by Seagull of the Seagull Documents as from time to time may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (C) such other documents and reports as are reasonably requested by any Holderrequested.

Financial Statements and Information. Without request by Lender (i) While any unless otherwise indicated), furnish Lender with true, correct and complete copies of the Resorts Group Companies is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, following documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections.instruments: (iia) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(dWithin ninety (90) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) within 45 days after the end of each fiscal year of Borrower, Borrower’s Annual Financial Statements with supporting schedules; (b) Within ninety (90) days after the first three fiscal quarters end of each Fiscal Year, (1) a copy fiscal year of the unaudited balance sheets applicable Guarantor, annual financial statements of Holdings as such Guarantor, which financial statements (i) shall contain the financial information of the close same type as described in the definition of such quarter and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, Annual Financial Statement) and (2ii) a copy shall be reviewed and shall be certified and signed by such Guarantor as being true, correct and complete (except that (A) in the case of the unaudited Blue Dolphin, such annual financial statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) shall be audited and accompanied certified by a certification nationally recognized independent certified public accounting firm reasonably acceptable to Lender and (B) in the case of the chief executive officer or chief Xxxxxxx, such annual financial officer of Holdings that all such financial statements present fairly in accordance with GAAP shall be due within thirty (subject to normal year end adjustments30) the financial position, the results of operations and the cash flows of Holdings as days of the end of the applicable year); (c) Within sixty (60) days after the end of each calendar quarter, Quarterly Financial Statements of Borrower and each Guarantor (except that (i) in the case of Blue Dolphin, such quarter quarterly financial statements shall be satisfied upon Blue Dolphin’s timely filing of its quarterly 10-K reports and for (ii) in the portion case of Xxxxxxx, such quarterly financials shall not be required pursuant to this clause (c)); (d) Within thirty (30) days after the filing of same, a true, correct and complete copy of the Fiscal Year then endedsigned and dated annual U. S. federal income tax return or extension requests of Borrower and Guarantor; (e) Such other financial and other information concerning Borrower or Guarantors requested by RBS or as Lender may request from time to time, including without limitation updated appraisals on the Xxxxx Refinery or any other Collateral or other real estate, equipment or chattel property within sixty (60) days from the date Lender or RBS requests such information or appraisals; (f) Upon request of Lender, evidence of payment and discharge of all taxes, assessments and governmental charges or levies imposed on Borrower, Guarantor, their income or profits or any of their Property prior to the date on which penalties or liens attach thereto, provided, however, neither Borrower nor Guarantor shall be required to pay any such tax, assessment, charge, levy or claim the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves have been set up in accordance with GAAP; (g) Prompt written notice of all claims, actions or litigation, including, without limitation, all proceedings before any Governmental Authority affecting Borrower, Guarantor or the Property of either of them, except litigation or proceedings that there was no is not in excess of $100,000; (h) Prompt written notice of the occurrence of (i) any Default hereunder, (ii) any event or occurrence which has had or can be expected to have a Material Adverse Effect, (iii) any Event of Abandonment or Event of Default Taking, or (iv) any casualty or damage to the Xxxxx Refinery in existence as excess of such time $100,000; (or if i) Within (i) thirty (30) days of the required submission date to any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal YearGovernmental Authority, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet all required environmental and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), other regulatory reporting documents and (2ii) a certification thirty (30) days of the chief executive officer or chief financial officer receipt of Holdings that all reports from any Governmental Authority, a copy of such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at reports; and (j) Within sixty (60) days after the end of such year any fiscal quarter of Borrower, reports of quarterly accounts receivables and for the period then ended that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (C) such other documents and reports as are reasonably requested by any Holderaccounts payable agings.

Financial Statements and Information. (i) While any Maintain, and cause each of the Resorts Group Companies is subject its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish or cause to be furnished to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports Agent and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections.each Lender: (iia) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActAs soon as available, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with but in any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) event within 45 105 days after the end of each fiscal year, a copy of the Parent's Consolidated and Consolidating Balance Sheets as at the end of such fiscal year, together with the related Consolidated and Consolidating Statements of Operations and Stockholders' Equity and Consolidated Cash Flows as of and through the end of such fiscal year, setting forth in each case in comparative form the figures for the preceding fiscal year. The Consolidated Balance Sheets and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows (as well as like separate consolidated Balance Sheets and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows of Physics) shall be audited and certified without qualification by the Accountants, which certification shall (i) state that the examination by such Accountants in connection with such Consolidated financial statements has been made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, and (ii) include the opinion of such Accountants that such Consolidated financial statements have been prepared in accordance with GAAP in a manner consistent with prior fiscal periods, except as otherwise specified in such opinion. The Consolidating Balance Sheets and Consolidating Statements of Operations, Stockholders' Equity and Cash Flows shall be certified by a Financial Officer of Parent, as being complete and correct in all material respects and as presenting fairly the Consolidating financial condition and the Consolidating results of operations of the Parent and its Subsidiaries. Notwithstanding any of the foregoing, Parent may satisfy its obligation to furnish Consolidated Balance Sheets and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows by furnishing copies of the Parent's annual report on Form 10-K in respect of such fiscal year, together with the financial statements required to be attached thereto, provided Parent is required to file such annual report on Form 10-K with the SEC and such filing is actually made. (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, (1) a copy of the unaudited balance sheets of Holdings as of the close of such quarter and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as of the end of such quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Yearfiscal year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet Consolidated and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification Consolidating Balance Sheets of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete Parent and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings its Consolidated Subsidiaries as at the end of each such year quarterly period, together with the related Consolidated and Consolidating Statements of Operations and Consolidated Statement of Cash Flows for such period and for the period then ended that there was no Default or Event elapsed portion of Default the fiscal year through such date, setting forth in existence each case in comparative form the figures for the corresponding periods of the preceding fiscal year, certified by a Financial Officer of Parent, as being complete and correct in all material respects and as presenting fairly the Consolidated and Consolidating financial condition and the Consolidated and Consolidating results of operations of the Parent and its Subsidiaries. Notwithstanding any of the foregoing, the Parent may satisfy its obligation to furnish quarterly Consolidated Balance Sheets and Consolidated Statement of Operations and Cash Flows by furnishing copies of the Parent's quarterly report on Form 10-Q in respect of such fiscal quarter, together with the financial statements required to be attached thereto, provided Parent is required to file such quarterly report on Form 10-Q with the SEC and such filing is actually made. (c) Within 50 days after the end of each of the first three fiscal quarters (105 days after the end of the last fiscal quarter), a Compliance Certificate, certified by a Financial Officer of Parent. (d) As soon as available, but not later than 30 days after the last day of each fiscal year, budgets for each Borrower and its Subsidiaries for the coming fiscal year, in form and substance reasonably satisfactory to the Agent. (e) Monthly, and not later than the 25th day following the last day of each month, (i) with respect to each Borrower and its Subsidiaries, separate accounts receivable aging reports for Parent, Physics, GP Canada, GP (UK) and MXL as of such time the last day of the immediately preceding month, in form and substance reasonably satisfactory to the Agent, (or if any such Default or Event ii) a certification as to the outstanding principal balance of Default then existedeach Intercompany Demand Note as of the last day of the immediately preceding month, describing (iii) a Borrowing Base Certificate together with statements of accounts payable as of the nature thereof last day of the immediately preceding month, (iv) a report in a format satisfactory to the Agent comparing the actual results of Physics, GP Canada, GP (UK) and any action taken or proposed MXL, each separately, against its respective projections, both for the immediately preceding month and for the year to be taken by Holdings with respect thereto); date and (Cv) separate internally prepared financial statements of Physics, GP Canada, GP (UK) and MXL. (f) Not less than one and not more than three days prior to each Borrowing Date, an Updated Borrowing Base Certificate. (g) Not less than one and not more than three days prior to each Covered Event, an Updated Borrowing Base Certificate giving effect to the transactions contemplated by such Covered Event. (h) Within 25 days of the last day of each fiscal quarter, a report in a format satisfactory to the Agent comparing Parent's actual results against its projections (on a consolidated and consolidating basis), both for such immediately preceding fiscal quarter and for the year to date. (i) Such other documents and reports information as are the Agent or any Lender may reasonably requested by any Holderrequest from time to time.

Financial Statements and Information. Maintain, and cause each of its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish or cause to be furnished to the Administrative Agent and each Lender: (a) As soon as available, but in any event within 90 days after the end of each fiscal year, a copy of its Consolidated Balance Sheet as at the end of such fiscal year, together with the related Consolidated Statements of Income, Stockholders' Equity and Cash Flows as of and through the end of such fiscal year, setting forth in each case in comparative form the figures for the preceding fiscal year. The Consolidated Balance Sheets and Consolidated Statements of Income, Stockholders' Equity and Cash Flows shall be audited and certified without qualification by the Accountants, which certification shall (i) While state that the examination by such Accountants in connection with such Consolidated financial statements has been made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, and (ii) include the opinion of such Accountants that such Consolidated financial statements have been prepared in accordance with GAAP in a manner consistent with prior fiscal periods, except as otherwise specified in such opinion. Notwithstanding any of the Resorts Group Companies is subject foregoing, the Borrower may satisfy its obligation to the reporting requirements furnish Consolidated Balance Sheets and Consolidated Statements of Section 13 or 15(d) Income, Stockholders' Equity and Cash Flows by furnishing copies of the Exchange ActBorrower's annual report on Form 10-K in respect of such fiscal year, Holdings shall provide together with the Holder with financial statements required to be attached thereto, provided the Borrower is required to file such annual reports report on Form 10-K with the SEC and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sectionsis actually made. (iib) If none of the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActAs soon as available, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with but in any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, (1) a copy of the unaudited balance sheets of Holdings as of the close of such quarter and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as of the end of such quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Yearfiscal year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification Consolidated Balance Sheet of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings Borrower as at the end of each such year quarterly period, together with the related Consolidated Statements of Income and Cash Flows for such period and for the period then ended that there was no Default or Event elapsed portion of Default the fiscal year through such date, setting forth in existence each case in comparative form the figures for the corresponding periods of the preceding fiscal year, certified by a Financial Officer of the Borrower, as being complete and correct in all material respects and as presenting fairly the Consolidated financial condition and the Consolidated results of operations of the Borrower and its Subsidiaries. Notwithstanding any of the foregoing, the Borrower may satisfy its obligation to furnish quarterly Consolidated Balance Sheets and Consolidated Statements of Operations and Cash Flows by furnishing copies of the Borrower's quarterly report on Form 10-Q in respect of such time (or if any such Default or Event of Default then existedfiscal quarter, describing together with the nature thereof and any action taken or proposed financial statements required to be taken attached thereto, provided the Borrower is required to file such quarterly report on Form 10-Q with the SEC and such filing is actually made. (c) Within 45 days after the end of each of the first three fiscal quarters (120 days after the end of the last fiscal quarter), a Compliance Certificate of the Borrower, executed by Holdings a Financial Officer. (d) Within 90 days after the end of each fiscal year of the Borrower, an annual financial forecast, with respect thereto); appropriate schedules, for the then fiscal year, including, without limitation, a balance sheet, income statement and statement of cash flow, as prepared for internal distribution to management of Borrower. (Ce) such Such other documents and reports information as are the Administrative Agent or any Lender may reasonably requested by any Holderrequest from time to time.

Financial Statements and Information. Deliver to each Bank: (a) as soon as available after the end of each fiscal year of the Company, and in any event within 120 days thereafter, a copy of (i) While any a consolidated balance sheet of the Resorts Group Companies is subject to Company and the reporting requirements of Section 13 or 15(d) Consolidated Subsidiaries as of the Exchange Actend of such fiscal year and consolidated statements of earnings, Holdings stockholders' equity and cash flows of the Company and the Consolidated Subsidiaries for such fiscal year, setting forth, in each case in comparative form, the figures for the previous fiscal year, all in reasonable detail and certified by independent public accountants of recognized national standing selected by the Company in an unqualified written opinion which shall provide state that such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and that the Holder examination by such accountants in connection with such annual reports and other informationfinancial statements has been made in accordance with generally accepted auditing standards and, documents and reports as are specified in Section 13 and 15(d) accordingly, included such tests of the Exchange Actaccounting records and such other auditing procedures as were considered necessary under the circumstances, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections. (ii) If none a consolidating balance sheet of the Resorts Group Companies are Company and the Consolidated Subsidiaries as of the end of such fiscal year and consolidating statements of earnings, stockholders' equity and changes in the financial position of the Company and the Consolidated Subsidiaries for such fiscal year, setting forth, in each case in comparative form, the figures for the previous fiscal year, all in reasonable detail and certified as complete and correct by the principal financial officer of the Company; (b) as soon as available after the end of each of the first three fiscal quarters of the Company, and in any event within 60 days thereafter, a copy of (i) a consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the end of such fiscal quarter and (ii) consolidated statements of earnings and cash flows of the Company and the Consolidated Subsidiaries for such fiscal quarter and (in the case of the second and third fiscal quarters of the Company) for the portion of the fiscal year ending with such fiscal quarter, setting forth, in each case in comparative form, the figures for the corresponding periods in the previous fiscal year, all in reasonable detail and certified as complete and correct, subject to changes resulting from year-end adjustments, by the reporting requirements of Section 13 or 15(d) principal financial officer of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority.Company; (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (Ac) within 45 days after the end of each of the first, second, fourth, fifth, seventh, eighth, tenth and eleventh months of each fiscal year of the Company, a copy of (i) a consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the end of such month, and (ii) a consolidated statement of earnings of the Company and the Consolidated Subsidiaries for such month and for the portion of the fiscal year ending with such month, setting forth, in each case in comparative form, the figures for the corresponding periods in the previous fiscal year, all in reasonable detail; (d) promptly upon receipt thereof, one copy of each other report submitted to the Company or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or such Subsidiary (other than any auditors' comment letter to management, unless the same shall have been requested by any Bank through the Agent); (e) promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to stockholders generally, and one copy of each regular or periodic report, registration statement or prospectus, or written communication (other than transmittal letters) in respect thereof, filed by the Company or any Subsidiary with, or received by the Company or any Subsidiary from any securities exchange or the Securities and Exchange Commission, or any successor to either; (f) with each set of financial statements delivered pursuant to Subsections 7.01(a) and (b), an Officers' Certificate (i) setting forth computations demonstrating compliance with the financial covenants contained herein as of the date of such financial statements and for the period then ended and setting forth computations demonstrating the amount of the Leverage Ratio as of the date of such financial statements and (ii) certifying that the signers have reviewed the relevant terms of this Agreement (including Section 7.09) and have made, or have caused to be made under their supervision, a review of the transactions and condition of the Company and the Subsidiaries from the beginning of the accounting period covered by the statement of earnings being delivered therewith to the date of the certificate, and that such review has not disclosed the existence during such period of any Event of Default or Default or, if any such Event of Default or Default existed or exists, specifying the nature and period of existence thereof and the action the Company has taken or proposes to take with respect thereto; in addition, with each set of financial statements delivered pursuant to Subsection 7.01(a), an Officers' Certificate specifying (x) the insured value of the Aircraft, (y) the existence and nature of any changes in the insurance coverage required to be maintained by the Company under Section 7.10 and (z) if any Aviation Unit constituting a portion of the Aircraft is then being leased by the Company to another person, or operated by the Company under contract with another person, the name of such person and the term of the relevant lease or contract; (g) with each set of financial statements delivered pursuant to Subsection 7.01(a), a report of the accountants who have examined such financial statements, stating that, in connection with their examination, nothing came to their attention that caused them to believe that the Company was not in compliance with the terms, covenants, provisions and conditions of Sections 8 (except 8.05, 8.08, 8.11-16 and 8.18), 10.01(a) and 10.01(b) (as to Subsection 10.01(b), limited to payment terms and other financial terms, financial covenants, financial provisions and financial conditions), or, if anything did come to their attention that they believed to constitute noncompliance with any of those Sections, specifying the nature and period of existence thereof; (h) as soon as available after the end of each fiscal quarter of the Company, and in any event within 60 days after the end of each of the first three fiscal quarters of each Fiscal Year, (1) a copy of the unaudited balance sheets of Holdings as of the close of such quarter Company and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as of within 120 days after the end of such the fourth fiscal quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event Company (i) a schedule of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken Direct Expenses incurred by the Company with respect thereto); and the Consolidated Subsidiaries during such quarter in such form and containing such information and detail as the Agent, or any Bank through the Agent, may request, (Bii) within 90 days after the close of each Fiscal Year, a copy summary description of the annual audited financial statements Parts, by type of HoldingsAviation Unit to which such Parts are applicable, consisting of a balance sheet and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1iii) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification list of the chief executive officer or chief financial officer Receivables of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings Company as at the end of such quarter, (iv) a list of the Trade Payables of the Company and the Consolidated Subsidiaries as at the end of such quarter, each such schedule, description and list to be in such form and contain such information and detail as the Agent, or any Bank through the Agent, may reasonably request, including, without limitation, as to such Receivables, agings thereof in the customary manner, identifying each obligor thereon and designating each such Receivable that is 90 days old, and as to such summary description of the Parts, the opening balance, withdrawals, additions and closing balance, and as to such Trade Payables, agings thereof in the customary manner, the supplier and the designation of each Trade Payable not paid pursuant to its payment terms and (iv) a written confirmation of the make and model, manufacturer's serial number and United States registration number of each Aviation Unit constituting a portion of the Aircraft, the month and year of purchase of each such Aviation Unit and the parish (or county) and state (or, if such Aviation Unit shall at the time be situated outside the United States, the country and province) of the current location of each thereof; (i) with each set of financial statements delivered pursuant to Subsection 7.01(b) with respect to each third fiscal quarter of the Company, a copy of a pro forma consolidated balance sheet of the Company and the Consolidated Subsidiaries for the period then ended that there was no Default or next succeeding fiscal year of the Company and pro forma consolidated statements of earnings, stockholder's equity and cash flows of the Company and the Consolidated Subsidiaries for the next succeeding fiscal year of the Company; (j) within 45 days after the end of each month of each fiscal year of the Company, and within 45 days after each Event of Default Loss, a Borrowing Base Certificate; (k) on or before June 15 in existence each calendar year, the written opinion of the Independent Appraiser as to the Appraised Value of such time (or if any such Default or Event of Default then existedthe Aircraft, describing the nature thereof and any action taken or proposed to be taken as contemplated by Holdings with respect theretoSubsection 9.03(a); and and (Cl) promptly upon request, such additional financial or other documents and reports information as are the Agent, or any Bank through the Agent, may reasonably requested by any Holderrequest.

Financial Statements and Information. (i) While The Borrower and Holdings will furnish to you and to any of your Purchaser Affiliates, so long as you or such Purchaser Affiliate shall be obligated to purchase or shall hold any Notes, and to each other institutional holder of any Notes (such a holder in any such case being hereinafter called an “Eligible Holder”), in duplicate: (A) as soon as available and in any event within 45 days after the Resorts Group Companies end of each of the first three quarterly accounting periods in each fiscal year of Holdings (“quarterly accounting period”), (1) either (a) copies of Holdings’ Quarterly Report on Form l0-Q for the quarterly accounting period then ended, as filed with the Securities and Exchange Commission or (b) if Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, copies of the consolidated balance sheet of Holdings shall provide and its Subsidiaries as of the Holder with end of the quarterly accounting period and of the related consolidated statements of operations, shareholders’ equity and cash flows for such annual reports accounting period, all in reasonable detail and stating in comparative form the consolidated figures as of the end of and for the corresponding date and period in the previous fiscal year, all Certified by an Appropriate Officer of Holdings; and (2) a written statement in the form of Exhibit F-1 hereto executed by Appropriate Officers of Holdings and the Borrower setting forth computations or other informationpertinent information in reasonable detail showing as at the end of such quarterly accounting period (a) whether or not the financial covenants set forth in Sections 11.2 through 11.8 hereof, documents inclusive, have been met, accompanied by calculations setting forth the maximum amount of Funded Debt that could have been incurred pursuant to Sections 11.2(B) and reports 11.2(C) hereof, and the maximum amount of dividends or distributions that could have been declared or paid pursuant to Section 11.5 hereof, and (b) whether or not Liens on Property or assets of Holdings or its Subsidiaries or securing Debt of Holdings or its Subsidiaries, as are specified the case may be, exceed the threshold set forth in Section 13 11.1(I) hereof, accompanied by calculations setting forth the maximum amount of additional Funded Debt secured by Liens that could have been incurred under Section 11.1(I) hereof (a “Quarterly Compliance Statement”); (B) as soon as available and 15(din any event within 90 days after the end of each fiscal year of Holdings, (1) either (a) copies of Holdings’ Annual Report on Form 10-K and Annual Report to Shareholders, in each case, for the year then ended and as filed with the Securities and Exchange Commission together with copies of the Exchange Act, such information, documents consolidating balance sheets of Holdings and reports to be so provided at its Subsidiaries as of the times specified for the filing end of such informationfiscal year and the related consolidating statements of operations, documents and reports under such sections. or (iib) If none of the Resorts Group Companies are if Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) copies of the Exchange Act, Holdings shall deliver to Holder: (A) within 45 days after the end of the first three fiscal quarters of each Fiscal Year, (1) a copy of the unaudited consolidated and consolidating balance sheets of Holdings as of the close of such quarter and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings its Subsidiaries as of the end of such quarter fiscal year, and for the portion of the Fiscal Year then ended, related consolidated and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial consolidating statements of Holdings, consisting of a balance sheet operations and the related consolidated statements of income and retained earnings shareholders’ equity and cash flows, setting forth together with the notes to such consolidated statements, which consolidated statements state in comparative form in each case the respective consolidated figures as of the end of and for the previous Fiscal Yearfiscal year, which and in the case of such consolidated financial statements shall be prepared referred to in accordance with GAAPsubclauses (a) or (b), certified accompanied by a firm report thereon of Coopers & Xxxxxxx or other independent certified public accountants of recognized national standing selected by Holdings (the “Accountants”), which report shall be unqualified as to going concern and reasonably acceptable to scope of audit and shall state that such consolidated financial statements present fairly the Holdersconsolidated financial position of Holdings and its Subsidiaries as at the end of such fiscal year and the consolidated results of operations and cash flow for such fiscal year in conformity with GAAP, and accompanied that the examination by the Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. Together with each delivery of financial statements or Annual Reports required by this subparagraph (1), the Accountants shall deliver to Holdings or the Borrower (which recipient shall deliver the same to each Purchaser, Purchaser Affiliate and Eligible Holder) a their report from such accountants (on which the Purchasers, Purchaser Affiliates and Eligible Holders shall be entitled to the effect rely) stating that, in connection with their making the audit examinationnecessary to the certification of such financial statements, nothing has come to their attention to cause them to believe that a they have obtained no knowledge of any Default or Event of Default has occurred (or or, if any such Default or Event of Default has occurred, describing specifying the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and period of existence thereof; and (2) a certification Quarterly Compliance Statement. (C) concurrently with the financial statements or reports furnished pursuant to Subsections A and B of this Section 8, a certificate of Appropriate Officers of the chief executive officer Borrower and Holdings in the form of Exhibit F-2, stating that, based upon such examination or chief financial officer investigation and review of Holdings that all such financial statements are complete and correct and present fairly this Agreement as in accordance the opinion of the signer is necessary to enable the signer to express an informed opinion with GAAP the financial positionrespect thereto, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no Default or Event of Default by Holdings, the Borrower or any of their Subsidiaries in existence as the fulfillment of any of the terms, covenants, provisions or conditions of this Agreement exists or has existed during such time (or period or, if any such a Default or Event of Default then shall exist or have existed, the nature and period of existence thereof and what action Holdings, the Borrower or such Subsidiary, as the case may be, has taken, is taking or proposes to take with respect thereto; (D) promptly after the same are available and in any event within 15 days thereof, copies of all such proxy statements, financial statements, notices and reports as Holdings or any of its Subsidiaries shall send or make available generally to any of their securityholders, and copies of all regular and periodic reports and of all registration statements which Holdings or any of its Subsidiaries may file with the SEC or with any securities exchange; (E) promptly (and in any event within 5 days) after becoming aware of (1) the existence of any Default or Event of Default, a certificate of Appropriate Officers of Holdings and the Borrower specifying the nature and period of existence thereof and what action the Borrower or Holdings is taking or proposes to take with respect thereto; or (2) any Debt of Holdings, the Borrower or any Subsidiary being declared due and payable before its expressed maturity, or any holder of such Debt having the right to declare such Debt due and payable before its expressed maturity, because of the occurrence of any default (or any event which, with notice and/or the lapse of time, shall constitute any such default) under such Debt or the agreement pursuant to which such Debt was issued, a certificate of an Appropriate Officer describing the nature thereof and any status of such matters and what action taken Holdings or proposed such Subsidiary is taking or proposes to be taken by Holdings take with respect thereto; provided, however, that any Default or Event of Default which is deemed to have arisen upon Holdings’ or the Borrower’s failure to promptly notify the Purchasers of another Default or Event of Default in accordance with this Section 8(E) shall be deemed to be waived so long as (i) such underlying Default or Event of Default as to which notice is required to be given (the “Underlying Default”) has been completely cured; (ii) the Underlying Default, if it had not been completely cured, would not have had a Material Adverse Effect and (iii) notice of the Underlying Default is delivered within 30 days of its occurrence; (F) promptly and in any event within 10 days after Holdings or the Borrower knows or, in the case of a Pension Plan has reason to know, that a Reportable Event with respect to any Pension Plan has occurred, that any Pension Plan or Multiemployer Plan is or may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA, or that Holdings or any of its Subsidiaries or ERISA Affiliates will or may incur any material liability to or on account of a Pension Plan or Multiemployer Plan under Title IV of ERISA or any other material liability under ERISA has been asserted against Holdings or any of its Subsidiaries or ERISA Affiliates, a certificate of an Appropriate Officer of Holdings setting forth information as to such occurrence and what action, if any, Holdings or such Subsidiary or ERISA Affiliate is required or proposes to take with respect thereto, together with any notices concerning such occurrences which are (a) required to be filed by Holdings or such Subsidiary or ERISA Affiliate or the plan administrator of any such Pension Plan controlled by Holdings or such Subsidiary or ERISA Affiliate with the Internal Revenue Service or the PBGC, or (b) received by Holdings or such Subsidiary or ERISA Affiliate from any plan administrator of a Pension Plan not under their control or from a Multiemployer Plan; (G) promptly after the Borrower or Holdings becomes aware of any Material Adverse Effect with respect to which notice is not otherwise required to be given pursuant to this Section 8, a certificate of an Appropriate Officer setting forth the details of such Material Adverse Effect and stating what action Holdings, the Borrower or any of their respective Subsidiaries has taken or proposes to take with respect thereto; (H) promptly (and in any event within 15 days) after the Borrower or Holdings knows of (a) the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Holdings or any of its Subsidiaries or any Property of any of them, or (b) any material development in any such action, suit, proceeding, governmental investigation or arbitration, which, in either case, is likely to have a Material Adverse Effect, a certificate of an Appropriate Officer describing the nature and status of such matter in reasonable detail; (I) in the event that Borrower is no longer a consolidated Subsidiary of Holdings, financial statements of Borrower and its consolidated Subsidiaries at such times and in such form (together with such certifications) as are required to be delivered pursuant to Sections 8(A); , (B) and (C); and (J) any other information, including financial statements and computations, relating to the performance of obligations arising under this Agreement and/or the affairs of Holdings, the Borrower or any of their Subsidiaries that the Purchaser or any other Eligible Holder may from time to time reasonably request and which is capable of being obtained, produced or generated by Holdings, the Borrower or such other documents Subsidiary or of which any of them has knowledge, including, without limitation, a brief statement describing any significant events relating to Holdings, the Borrower and reports as are reasonably requested their Subsidiaries for any fiscal period. It is further understood and agreed that, for the purpose of effecting compliance with Rule 144A promulgated by the SEC in connection with any resales of Notes that may hereafter be effected pursuant to the provisions of such Rule, if Holdings is not subject to Section 13 or 15(d) of the Exchange Act, each prospective purchaser of Notes designated by a holder thereof shall have the right to obtain from Holdings and the Borrower, upon the written request of such holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act. Each of Holdings and the Borrower will keep at its principal executive office a true copy of this Agreement, and cause the same to be available for inspection at said offices during normal business hours by any Holderholder of any of the Notes or any prospective purchaser of any thereof designated by the holder thereof.

Financial Statements and Information. (a) AET has previously delivered to ASC (i) While any its unaudited balance sheet, statement of the Resorts Group Companies is subject to the reporting requirements operations and statement of Section 13 or 15(d) cash flows as of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing of such informationfiscal year ended December 31, documents and reports under such sections. 1996, (ii) If none its unaudited balance sheet, statement of operations and statement of cash flows as of and for the Resorts Group Companies are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actsix-month period ended June 30, Holdings shall provide the Holder with such annual reports 1997 and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (A) within 45 days after the end of the first three fiscal quarters of each Fiscal Year, (1) a copy of the its unaudited balance sheets sheet, statement of Holdings operations and statement of cash flows as of and for the close period ended July 23, 1997. For purposes of this Agreement, such quarter financial statements shall be referred to as the "AET Financial Statements" and related statements the July 23, 1997 balance sheet of income and cash flows for that portion of AET shall be referred to as the Fiscal Year ending as of the close of such quarter, and "AET 1997 Balance Sheet." The AET Financial Statements (2i) a copy of the unaudited statements of income of Holdings for such quarter, all have been prepared in accordance with GAAP generally accepted accounting principles consistently applied ("GAAP") (except that the unaudited interim financial statements do not contain footnotes and are subject to normal year normal, recurring year-end adjustmentsadjustments which will not be material), and (ii) and accompanied by a certification fairly present, as of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) dates and for the periods therein indicated, the financial position, condition and the results of operations and of AET. (b) AET has no liability or obligation whatsoever, whether accrued, absolute, contingent or otherwise, other than (i) the cash flows of Holdings as liabilities shown on the AET 1997 Balance Sheet, (ii) liabilities, similar in nature to those shown on the AET 1997 Balance Sheet, which have arisen after the date of the end AET 1997 Balance Sheet in the ordinary course of such quarter and for business consistent with past practice (including with respect to amount) (the portion "Ordinary Course of the Fiscal Year then endedBusiness"), and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed iii) contractual liabilities which are not required to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial statements of Holdings, consisting of reflected on a balance sheet under GAAP and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures (iv) liabilities for the previous Fiscal Yeartransaction expenses permitted under Section 4.2. (c) Since July 23, which financial statements shall be prepared in accordance with GAAP1997, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default there has occurred (no event or if any such Default development which has had or Event of Default has occurred, describing may reasonably be foreseen to have in the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect thereto); and (C) such other documents and reports as are reasonably requested by any Holderfuture an AET Material Adverse Effect.

Financial Statements and Information. Deliver to each Bank: (a) as soon as available after the end of each fiscal year of the Company, and in any event within 120 days thereafter, a copy of (i) While any a consolidated balance sheet of the Resorts Group Companies is subject to Company and the reporting requirements of Section 13 or 15(d) Consolidated Subsidiaries as of the Exchange Actend of such fiscal year and consolidated statements of earnings, Holdings stockholders' equity and cash flows of the Company and the Consolidated Subsidiaries for such fiscal year, setting forth, in each case in comparative form, the figures for the previous fiscal year, all in reasonable detail and certified by independent public accountants of recognized national standing selected by the Company in an unqualified written opinion which shall provide state that such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and that the Holder examination by such accountants in connection with such annual reports and other informationfinancial statements has been made in accordance with generally accepted auditing standards and, documents and reports as are specified in Section 13 and 15(d) accordingly, included such tests of the Exchange Actaccounting records and such other auditing procedures as were considered necessary under the circumstances, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such sections. (ii) If none a consolidating balance sheet of the Resorts Group Companies are Company and the Consolidated Subsidiaries as of the end of such fiscal year and consolidating statements of earnings, stockholders' equity and changes in the financial position of the Company and the Consolidated Subsidiaries for such fiscal year, setting forth, in each case in comparative form, the figures for the previous fiscal year, all in reasonable detail and certified as complete and correct by the principal financial officer of the Company; (b) as soon as available after the end of each of the first three fiscal quarters of the Company, and in any event within 60 days thereafter, a copy of (i) a consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the end of such fiscal quarter and (ii) consolidated statements of earnings and cash flows of the Company and the Consolidated Subsidiaries for such fiscal quarter and (in the case of the second and third fiscal quarters of the Company) for the portion of the fiscal year ending with such fiscal quarter, setting forth, in each case in comparative form, the figures for the corresponding periods in the previous fiscal year, all in reasonable detail and certified as complete and correct, subject to changes resulting from year-end adjustments, by the reporting requirements of Section 13 or 15(d) principal financial officer of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority.Company; (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: (Ac) within 45 days after the end of each of the first, second, fourth, fifth, seventh, eighth, tenth and eleventh months of each fiscal year of the Company, a copy of (i) a consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the end of such month, and (ii) a consolidated statement of earnings of the Company and the Consolidated Subsidiaries for such month and for the portion of the fiscal year ending with such month, setting forth, in each case in comparative form, the figures for the corresponding periods in the previous fiscal year, all in reasonable detail; (d) promptly upon receipt thereof, one copy of each other report submitted to the Company or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or such Subsidiary (other than any auditors' comment letter to management, unless the same shall have been requested by any Bank through the Agent); (e) promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to stockholders generally, and one copy of each regular or periodic report, registration statement or prospectus, or written communication (other than transmittal letters) in respect thereof, filed by the Company or any Subsidiary with, or received by the Company or any Subsidiary from any securities exchange or the Securities and Exchange Commission, or any successor to either; (f) with each set of financial statements delivered pursuant to Subsections 7.01(a) and (b), an Officers' Certificate (i) setting forth computations demonstrating compliance with the financial covenants contained herein as of the date of such financial statements and for the period then ended and setting forth computations demonstrating the amount of the Leverage Ratio as of the date of such financial statements and (ii) certifying that the signers have reviewed the relevant terms of this Agreement (including Section 7.09) and have made, or have caused to be made under their supervision, a review of the transactions and condition of the Company and the Subsidiaries from the beginning of the accounting period covered by the statement of earnings being delivered therewith to the date of the certificate, and that such review has not disclosed the existence during such period of any Event of Default or Default or, if any such Event of Default or Default existed or exists, specifying the nature and period of existence thereof and the action the Company has taken or proposes to take with respect thereto; in addition, with each set of financial statements delivered pursuant to Subsection 7.01(a), an Officers' Certificate specifying (x) the insured value of the Aircraft, (y) the existence and nature of any changes in the insurance coverage required to be maintained by the Company under Section 7.10 and (z) if any Aviation Unit constituting a portion of the Aircraft is then being leased by the Company to another person, or operated by the Company under contract with another person, the name of such person and the term of the relevant lease or contract; (g) with each set of financial statements delivered pursuant to Subsection 7.01(a), a report of the accountants who have examined such financial statements, stating that, in connection with their examination, nothing came to their attention that caused them to believe that the Company was not in compliance with the terms, covenants, provisions and conditions of Sections 8 (except 8.05, 8.08, 8.11-16 and 8.18), 10.01(a) and 10.01(b) (as to Subsection 10.01(b), limited to payment terms and other financial terms, financial covenants, financial provisions and financial conditions), or, if anything did come to their attention that they believed to constitute noncompliance with any of those Sections, specifying the nature and period of existence thereof; (h) as soon as available after the end of each fiscal quarter of the Company, and in any event within 60 days after the end of each of the first three fiscal quarters of each Fiscal Year, (1) a copy of the unaudited balance sheets of Holdings as of the close of such quarter Company and related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such quarter, and (2) a copy of the unaudited statements of income of Holdings for such quarter, all prepared in accordance with GAAP (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings as of within 120 days after the end of such the fourth fiscal quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event Company (i) a schedule of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken Direct Expenses incurred by the Company with respect thereto); and the Consolidated Subsidiaries during such quarter in such form and containing such information and detail as the Agent, or any Bank through the Agent, may request, (Bii) within 90 days after the close of each Fiscal Year, a copy summary description of the annual audited financial statements Parts, by type of HoldingsAviation Unit to which such Part are applicable, consisting of a balance sheet and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1iii) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines), and (2) a certification list of the chief executive officer or chief financial officer Receivables of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings Company as at the end of such quarter, (iv) a list of the Trade Payables of the Company and the Consolidated Subsidiaries as at the end of such quarter, each such schedule, description and list to be in such form and contain such information and detail as the Agent, or any Bank through the Agent, may reasonably request, including, without limitation, as to such Receivables, agings thereof in the customary manner, identifying each obligor thereon and designating each such Receivable that is 90 days old, and as to such summary description of the Parts, the opening balance, withdrawals, additions and closing balance, and as to such Trade Payables, agings thereof in the customary manner, the supplier and the designation of each Trade Payable not paid pursuant to its payment terms and (iv) a written confirmation of the make and model, manufacturer's serial number and United States registration number of each Aviation Unit constituting a portion of the Aircraft, the month and year of purchase of each such Aviation Unit and the parish (or county) and state (or, if such Aviation Unit shall at the time be situated outside the United States, the country and province) of the current location of each thereof; (i) with each set of financial statements delivered pursuant to Subsection 7.01(b) with respect to each third fiscal quarter of the Company, a copy of a pro forma consolidated balance sheet of the Company and the Consolidated Subsidiaries for the period then ended that there was no Default or next succeeding fiscal year of the Company and pro forma consolidated statements of earnings, stockholder's equity and cash flows of the Company and the Consolidated Subsidiaries for the next succeeding fiscal year of the Company; (j) within 45 days after the end of each month of each fiscal year of the Company, and within 45 days after each Event of Default Loss, a Borrowing Base Certificate; (k) on or before June 15 in existence each calendar year, the written opinion of the Independent Appraiser as to the Appraised Value of such time (or if any such Default or Event of Default then existedthe Aircraft, describing the nature thereof and any action taken or proposed to be taken as contemplated by Holdings with respect theretoSubsection 9.03(a); and and (Cl) promptly upon request, such additional financial or other documents and reports information as are the Agent, or any Bank through the Agent, may reasonably requested by any Holderrequest.

Financial Statements and Information. (i) While any GWW has previously provided to Giga complete and correct copies of the Resorts Group Companies is subject to the reporting requirements (A) its unaudited consolidated balance sheet and unaudited consolidated statement of Section 13 or 15(d) income as of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are specified in Section 13 and 15(d) of the Exchange Act, such information, documents and reports to be so provided at the times specified for the filing year ended December 31, 2020; and (B) its unaudited consolidated balance sheet and unaudited consolidated statement of income as of and for the nine (9) month period ended September 30, 2021, all without notes to such financial information, documents ; and reports under such sections. (ii) If none of the Resorts Group Companies are subject it will provide Giga when available, and prior to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall provide the Holder with such annual reports and other information, documents and reports as are required to be maintained by and/or filed with any Gaming Authority, such information, documents and reports to be so provided at the times specified by any Gaming Authority. (iii) If Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall deliver to Holder: Closing (A) within 45 days after its consolidated audited financial statements (including any related notes and schedules thereto and the end signed, unqualified opinion of Mxxxxx LLP, its independent auditor) for the first three fiscal quarters of each Fiscal Yearyears ended December 31, 2020 and 2019 (1the “GWW 2020 Audited Financial Statements”) a copy of and (B) the unaudited interim consolidated balance sheets of Holdings as of the close of such quarter and related statements of income (in each case, without any related notes and cash flows schedules) for that portion each of the Fiscal Year ending as quarterly and annual periods ended thereafter (all of the close of such quarter, foregoing audited and (2) a copy unaudited financial statements and information referred to collectively as the “GWW Financial Statements”). Each of the GWW Financial Statements (including, in each case, any notes and schedules thereto): (i) was (or, in the case of the GWW 2020 Audited Financial Statements and the unaudited interim consolidated balance sheets and statements of income of Holdings for such quarterto be delivered hereunder, all will be) prepared in accordance with GAAP or IFRS, as applicable, applied on a consistent basis throughout the periods involved (subject to normal year end adjustments) and accompanied by a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements present fairly in accordance with GAAP (subject to normal year end adjustments) the financial position, the results of operations and the cash flows of Holdings except as of the end of such quarter and for the portion of the Fiscal Year then ended, and that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by the Company with respect thereto); (B) within 90 days after the close of each Fiscal Year, a copy of the annual audited financial statements of Holdings, consisting of a balance sheet and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified by a firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to the Holders, and accompanied by (1) a report from such accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or if any such Default or Event of Default has occurred, describing the nature thereof and any action taken by Holdings with respect thereto) (which certificate may be limited or eliminated to indicated in the extent required by accounting rules or guidelines), and (2) a certification of the chief executive officer or chief financial officer of Holdings that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position, the results of operations and the cash flows of Holdings as at the end of such year and for the period then ended that there was no Default or Event of Default in existence as of such time (or if any such Default or Event of Default then existed, describing the nature thereof and any action taken or proposed to be taken by Holdings with respect notes thereto); and (Cii) fairly presented (or, in the case of the GWW 2020 Audited Financial Statements. unaudited interim consolidated balance sheets and statements of income to be delivered hereunder, will fairly present) in all material respects the consolidated financial position and the results of operations, changes in stockholders’ equity, and cash flows of GWW and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such other documents financial statements, subject, in the case of unaudited interim financial statements, to normal and reports year-end audit adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). The GWW 2020 Audited Financial Statements will not differ materially from GWW’s unaudited consolidated balance sheet and unaudited consolidated statement of income as are reasonably requested of and for the year ended December 31, 2020 previously provided to Giga, except that the GWW 2020 Audited Financial Statements will contain notes as required by any HolderGAAP.