Common use of Statements Clause in Contracts

Statements. Tenant shall furnish or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).

Statements. Tenant shall furnish or cause to be furnished the following statements (each a “Financial Statement” and collectively the “Financial Statements”) to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate soon as available and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within event later than ninety (90) days after the end of each Fiscal Year Year, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (commencing without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Tenant and its consolidated Subsidiaries in accordance with GAAP and the Fiscal Year ending December 31, 2017applicable requirements of Regulation S-X; (ii) but if Guarantor is not a reporting company under the Exchange Act, as soon as available and in no event later than forty-five (545) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; days after the end of each of the first three Fiscal Quarters of each Fiscal Year, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (b) quarterly unaudited financial statementsor, consisting in the case of a statement of profit and loss, a the balance sheet, and statement as of cash flows for CEOCthe end of) the previous Fiscal Year, together with all certified by a certificate, executed by the chief financial officer or treasurer Financial Officer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements as presenting fairly present, in all material respects, respects the financial position condition and results of operations of CEOC Tenant and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (and the applicable requirements of Regulation S-X, subject to normal year-end audit adjustments and the absence of footnotes); (iii) concurrently with any delivery of financial statements under clause (i) or (ii) above, all a certificate of which shall a Financial Officer of Tenant certifying as to whether a default has occurred under this Master Lease and, if a default has occurred, specifying the details thereof and any action taken or proposed to be provided taken with respect thereto; and (xiv) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end beginning of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to detailed consolidated budget for such Fiscal Year (subject to the additional requirements including a projected consolidated balance sheet and related statements of projected operations and cash flows as provided in Section 3.2 hereof in respect of the periodic determination end of and for such Fiscal Year and setting forth the Variable Rent hereunder)assumptions used in preparing such budget) and, promptly when available, any significant revisions of such budget approved by the board of directors of Tenant; (v) Prompt promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Tenant or any of its Subsidiaries with the SEC or with any national securities exchange, or distributed by Tenant to its shareholders generally, as the case may be; and (vi) prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).

Statements. Tenant (a) Not later than 1:00 p.m., New York time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish deliver to the Trustee by electronic means a computer file containing the loan level information necessary to permit the Trustee to calculate the information required by clauses (i) through (xxvi) below as of the end of the preceding Prepayment Period or cause Due Period, as applicable, and such other information as the Trustee shall reasonably require, and the Seller hereby agrees to provide the Trustee and the Servicer with an amended Prepayment Charge Schedule, if required, at such time. Not later than each Distribution Date the Trustee shall prepare a statement (the “Remittance Report”) containing the information set forth below with respect to such Distribution Date, which information shall be based solely upon the loan level information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification thereof: (i) On Available Funds and the Certificate Rate for each Class for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest paid as principal; (vi) the Servicing Fee and the Trustee Fee (including the separate amounts payable to each of the Trustee and its Custodian); (vii) the Pool Balance as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the aggregate amount of Principal Prepayments received during the related Prepayment Period; (xii) the amount of all Curtailments that were received during the Due Period; (xiii) the principal portion of all Monthly Payments received during the Due Period; (xiv) the interest portion of all Monthly Payments received on the Mortgage Loans during the Due Period; (xv) the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class P Certificates, Class BIO and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans and the weighted average Loan Rate as of the first day of the related Due Period; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi) (as reported by the Servicer); (xix) the number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) for the Distribution Date in April 2004 and May 2004, the amount, if any, on deposit in the First Payment Loan Account; (xxiii) the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period (as reported by the Servicer); (xxiv) the amount of Net Rate Cap Carryover distributed to each Class of Offered Certificates (other than the Class A-IO Certificates), stating separately any amounts received from the cap provider with respect to the Interest Rate Cap Agreements, and the amount of Net Rate Cap Carryover remaining for each such Class; (xxv) the amount on deposit in the Net Rate Cap Fund, and the amounts of each deposit and withdrawal from such Account; and (xxvi) for each Pre-Funding Distribution Date, the remaining amount in the Pre-Funding Account. The Trustee shall make available such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1 original dollar amount as of the related Cut-Off Date. The Trustee will make the Remittance Report (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders and the parties to this Agreement via the Trustee’s internet website. The Trustee’s internet website shall initially be located at “xxx.xxxxxxx.xxx”. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (000) 000-0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way Remittance Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access the Trustee’s internet website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee will not be liable for the dissemination of information in accordance with this Agreement. The Trustee shall also be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Remittance Report and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited make available to balance sheets, income statements, and statements the Class R Certificateholders in the same manner as the Remittance Report is made available to all Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Tax Matters Persons and furnished to Certificateholders by the Trustee or Tax Matters Person pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to the Depositor, substantially the Seller and each Certificateholder (if requested in writing), during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. All reasonable determinations by Landlord pursuant to this Article 6 shall be presumed to be correct. Until Tenant is advised of the adjustment in its obligation to pay Shared Expenses, if any, pursuant to the provisions of Section 6.2(d), Tenant’s monthly rental shall continue to be paid at the then current rent (including all prior adjustments thereto pursuant to this Lease). Upon written notice to Landlord of not less than fifteen (15) business days, Tenant shall furnish have the right to review the documentation relied upon by Landlord relating to the computation of Shared Expenses, which review shall occur at the location specified in Section 1.11(b). In computing Shared Expenses, no cost or cause expense may be accounted more than once, any expenses which are paid by the proceeds of insurance shall be excluded and any expenses which are separately metered or billed directly to and separately paid by any other tenant shall be furnished the following to Landlord: excluded. Within one hundred twenty (i) On or before twenty-five (25120) days after the end receipt of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject monthLandlord’s Statement by Tenant and not less than thirty (30) days’ prior written notice to Landlord and provided Tenant is not in default hereunder, including Tenant shall have the right to cause an average daily rate and revenue audit to be made of Landlord’s computation of Shared Expenses, at the location of the Building or such other location in San Francisco County, California as may be designated by Landlord, at Tenant’s sole expense, not more frequently than once per available room for the subject month, and (B) monthly and calendar year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report . Such audit shall be unqualified as conducted by an accountant which is a member of a nationally or regionally recognized accounting firm reasonably acceptable to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificateLandlord; provided, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Acthowever, in no event later than five shall any such audit be conducted by a company, which as a fee, receives a percentage of any recovery. Tenant agrees that Tenant and such accountant shall keep all information obtained during any such audit strictly confidential; provided, however, Tenant may disclose such information (5a) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; to the extent necessary in any lawsuit requiring such disclosure, (b) quarterly unaudited financial statementsto its consultants, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning as required by law. A copy of the Leased Property and Tenant, which information audit report shall be limited furnished by Tenant to balance sheetsLandlord regardless as to whether the audit discloses any overpayment or underpayment of Shared Expenses by Tenant. Tenant shall not be entitled to withhold or deduct any portion of Base Rent or Additional Rent during the pendency of any such audit. Any errors disclosed by such audit shall be promptly corrected, income statementsprovided that Landlord shall have the right to cause another independent audit to be made of such computations, and statements in the event of cash flowa disagreement between the auditors, as the audit disclosing the least amount of deviation from Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements ’s original computations shall be conclusively deemed to be filed correct. The provisions of this Section shall be the sole method to be used by Landlord, PropCo 1, PropCo or Landlord REIT during Tenant to dispute the Term amount of Shared Expenses payable by Tenant under this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) Tenant waives any other federal, state rights or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowremedies relating thereto. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).

Statements. Tenant (a) Not later than 1:00 p.m., New York time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish deliver to the Trustee by electronic means a computer file containing the loan level information necessary to permit the Trustee to calculate the information required by clauses (i) through (xxvi) below as of the end of the preceding Prepayment Period or cause Due Period, as applicable, and such other information as the Trustee shall reasonably require, and the Seller hereby agrees to provide the Trustee and the Servicer with an amended Prepayment Charge Schedule, if required, at such time. Not later than each Distribution Date the Trustee shall prepare a statement (the “Remittance Report”) containing the information set forth below with respect to such Distribution Date, which information shall be based upon the loan level information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification thereof: (i) On Available Funds and each Class’ Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest paid as principal; (vi) the Servicing Fee and the Trustee Fee (including the separate amounts payable to each of the Trustee and its Custodian); (vii) the Pool Balance as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the aggregate amount of Principal Prepayments received during the related Prepayment Period; (xii) the amount of all Curtailments that were received during the Due Period; (xiii) the principal portion of all Monthly Payments received during the Due Period; (xiv) the interest portion of all Monthly Payments received on the Mortgage Loans during the Due Period; (xv) the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class P Certificates, Class BIO and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans and the weighted average Loan Rate as of the first day of the related Due Period; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi) (as reported by the Servicer); (xix) the number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) for the Distribution Dates in July 2003 and August 2003, the amount, if any, on deposit in the First Payment Loan Account; (xxiii) the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period (as reported by the Servicer); (xxiv) the amount of Net Rate Cap Carryover distributed to each Class of Offered Certificates (other than the Class A-IO Certificates), stating separately any amounts received from the cap provider with respect to the Interest Rate Cap Agreement, and the amount of Net Rate Cap Carryover remaining for each such Class; (xxv) the amount on deposit in the Net Rate Cap Fund, and the amounts of each deposit and withdrawal from such Account; and (xxvi) for each Pre-Funding Distribution Date, the remaining amount in the Pre-Funding Account. The Trustee shall make available such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. The Trustee will make the Remittance Report (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, and the parties to this Agreement via the Trustee’s internet website. The Trustee’s internet website shall initially be located at “xxx.xxxxxxxx.xxx/xxx”. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (000) 000-0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way Remittance Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access the Trustee’s internet website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee will not be liable for the dissemination of information in accordance with this Agreement. The Trustee shall also be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Remittance Report and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Class R Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Trustee or and furnished to Certificateholders by the Trustee pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to the Depositor, substantially the Seller and each Certificateholder (if requested in writing), during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord: (i) On (I) In the event that Tenant’s Parent is a reporting company under the Exchange Act, on the earlier of five (5) Business Days following (x) each date specified in the Exchange Act and the SEC’s related rules and regulations (including any additional time permitted under Rule 12b-25 or before twentyany successor provision thereof) that the Tenant’s Parent is required to file SEC Reports (each a “SEC Filing Deadline”) and (y) the date the Tenant’s Parent files its SEC Reports with the SEC or (II) in the event that Tenant’s Parent is not a reporting company under the Exchange Act, no later than five (5) Business Days prior to Landlord REIT’s applicable SEC requirements, if any, to file, or include in any of Landlord REIT’s SEC Reports, Tenant Parent’s Financial Statements: (A) Tenant’s Parent’s Financial Statements required to be included in such SEC Report or the SEC Report containing such Financial Statements; (B) a certificate, executed by a Responsible Officer of the Tenant or Tenant’s Parent certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and status of such default; and (C) (1) with respect to annual Financial Statements, a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s independent registered public accounting firm, which report shall not be subject to any qualification or exception expressing substantial doubt about the ability of the Tenant’s Parent and its subsidiaries to continue as a “going concern” or any exception as to the scope of such audit (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Master Lease in such twelve month period) and that such Financial Statements have been prepared in accordance with GAAP and Tenant’s Parent’s accountants have examined such Financial Statements in accordance with the standards of the PCAOB (or generally accepted auditing standards, if not required to file SEC Reports at such time) and (2) with respect to quarterly Financial Statements, a certificate, executed by a Responsible Officer of the Tenant’s Parent, certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP as at such date and for such period (subject to normal year-end audit adjustments, the absence of footnotes and other informational disclosures customarily omitted from interim financial statements). Financial statements required to be delivered pursuant to this Section 23.1(b)(i) will be deemed delivered to the extent such documents are included in materials filed with the SEC and shall be deemed to have been delivered on the date such documents are publicly available on the SEC’s website; (ii) Within seventy-five (2575) days after the end of each of the Tenant’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2022), (a) a budget and projection by fiscal month for the Fiscal Year in which the budget is delivered, including projected Net Revenue and EBITDAR with respect to each Facility, (b) a budget and projection by fiscal year for the second and third subsequent Fiscal Years, including projected Net Revenue and EBITDAR with respect to each Facility, and (c) a capital budget for each Facility for the Fiscal Year in which the budget is delivered and for the following Fiscal Year; (iii) Within thirty (30) days after the end of each calendar month month, the following items as they pertain to Tenanteach Facility: (A) an occupancy report for the subject monthpercentages, including an average daily rate and revenue per available room for the subject month, and (B) the monthly and year-to-date operating statements prepared for each calendar monthperiod, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant each Facility and its respective Operating Subtenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineperiod; (biv) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within Within sixty (60) days after the end expiration of each any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report, which report shall include an Officer’s Certificate in substantially the form attached hereto as Exhibit H, certifying that the Financial Covenant is in compliance under Section 23.3 together with reasonable detail evidencing such compliance; (v) (a) commercially reasonable efforts to deliver such additional financial information and projections as may be reasonably requested by Landlord, so long as any reasonable out-of-pocket cost of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor Tenant or its Related Persons is not a reporting company under the Exchange Actborne by Landlord, in no event later than five connection with syndications, private placements or public offerings by Landlord of debt securities or loans or equity or hybrid securities and (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (cb) such additional information information, Tenant’s Parent Financial Statements if not otherwise provided pursuant to Section 23.1(b)(i), and unaudited quarterly financial information concerning the Leased Property Property, Tenant, and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, ’s Parent as Landlord, PropCo 1, PropCo Landlord or Landlord REIT its Affiliates may require for any ongoing their filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual SEC Reports and registration statements to be filed by Landlord, PropCo 1, PropCo Landlord or Landlord REIT its Affiliates during the Term of this Master Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo Landlord or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineSubsidiaries; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (vvi) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way materially adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any material part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances whichUpon request, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would not to be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi)made more than once per fiscal quarter, an updated rent roll and a summary of all leasing activity then taking place at the for each Facility;; and (xiiiviii) Operating budget for Tenant for each Fiscal Year, which shall further agrees to provide the financial and operational reports to be delivered to Landlord no later than fifty-five (55under this Master Lease in such electronic format(s) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may reasonably be reasonably possible)required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and reporting database, such further detailed information reasonably available and (ii) permit Landlord to Tenant calculate any rent, fee or other payments due under Ground Leases. Xxxxxx also agrees that Landlord shall have audit rights with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue such information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(bto confirm Tenant’s compliance with the terms of this Master Lease (including, without limitation, calculation of Net Revenues).

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flowshall, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared available and in no any event later than sixty within one hundred twenty (60120) days after the end of each Fiscal Year, a statement provide to Landlord annual audited financial statements of Net Revenue with respect to Guarantors and Tenant for such Fiscal Year, including therein the Facility with respect to balance sheets of Guarantors and Tenant as of the end of such Fiscal Year and statements of earnings and statements of cash flow of Guarantors and Tenant for such Fiscal Year, in each case certified in a manner acceptable to Landlord by independent certified public accountants of recognized national standing selected by Tenant and reasonably acceptable to Landlord (subject the form of such certification to be reasonably satisfactory to Landlord), prepared in accordance with GAAP, except as otherwise noted therein, on a basis consistent with prior periods and fairly presenting the additional requirements as provided financial condition of Guarantors and Tenant at the end of such Fiscal Year and the immediately preceding Fiscal Year and in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder);comparative columnar form. (vb) Prompt Notice to Landlord of any actionTenant shall, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, as soon as available and in any case under this clause event within forty-five (y45) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days days after the end of each calendar monthQuarter, provide to Landlord quarterly financial statements of the Tenant for such Quarter, including therein the balance sheets of Guarantors and Tenant as of the end of such Quarter, and statements of earnings and statements of cash flow of Guarantor and Tenant for such Quarter, in each case certified in a manner acceptable to Landlord by such entity’s chief accounting officer as being prepared in accordance with GAAP, except as otherwise noted therein, and that such quarterly financial statements fairly present to financial condition of each of Guarantors and Tenant as of the end of such Quarter and year-to-date. (c) within thirty (30) days after the end of each month of each Fiscal Year (including the twelfth month of each Fiscal Year), a schedule containing any additions to or retirements “balance sheet” and statements of any fixed assets constituting Leased Propertyrevenues and expenses for the Premises, describing such assets all prepared by Tenant’s management in summary formaccordance with GAAP, their locationbut without footnotes, historical costexcept as otherwise noted therein, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit Don a basis consistent with prior periods, and fairly presenting the financial condition of the Premises’ operation; without limiting the foregoing, such additional customary statements shall include a table of Occupants by payor source and reasonable financial shall include such other information with respect to such fixed assets constituting Leased Property as is may reasonably be requested by Landlord, it being understood that Tenant may classify any asset additions in accordance . (d) with the fixed asset methodology for propco-opco separation used as statements submitted pursuant to subsections (a) and (b) of this Section, a certificate signed on behalf of Tenant by the Commencement Dateprincipal financial or accounting officer of Tenant to the effect that no Event of Default specified herein nor any event which, upon n any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Premises or adjoining sidewalks thereto notice or with the passage of time or both, would constitute such an Event of Default has occurred and is continuing, or, in each case, if any such Event of Default or event has occurred and is continuing, specifying the nature and extent thereof; (viie) Within three (3) Business Days of obtaining actual knowledge semi-annually, summary reports of the occurrence Hospitals’ inpatient/outpatient volume statistics and list of a medical staff; and (f) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Tenant as Landlord may reasonably request, including, without limitation, prompt notice of any Event of Default (or of the occurrence of any facts or circumstances event which, with the giving of notice or the passage of time or the giving of notice, or both, would ripen into a Tenant constitute an Event of Default and that (individually prompt notice of any action, suit or collectively would be reasonably expected to result in a material adverse effect on Tenant proceeding at law or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (equity or such facts by or circumstances) and the actions Tenant has taken before any governmental instrumentality or shall takeother agency which, if anyadversely determined, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, would materially adversely affect Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, ’s or the Facility Premises’ business, operations, properties, assets or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documentscondition, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (financial or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)otherwise.

Statements. Tenant Not later than 12:00 noon California time on the fourth Business Day following the last day of a Due Period, the Servicer shall furnish or cause deliver to the Trustee a computer tape containing the information set forth on Exhibit D as to each Mortgage Loan as of such Due Period and such other information as the Trustee shall reasonably require. Not later than 12:00 noon California time on the Determination Date, the Trustee shall deliver to the Servicer, the Depositor and to the Certificate Insurer, by telecopy, with a hard copy thereof to be furnished delivered on the following succeeding Distribution Date, a statement (the “Trustee’s Remittance Report”) containing the information set forth below (to Landlordthe extent any such information to be delivered by the Servicer pursuant to the first sentence of this Section 5.01(a) has been so delivered) with respect to such Distribution Date: (i) On or before twenty-five (25) days after the end of The Group 1 and Group 2 Available Funds and each calendar month the following items as they pertain to Tenant: (A) an occupancy report Certificate Rate for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses.related Distribution Date; (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement The Class Principal Balance of profit and loss, a balance sheet, and statement each Class of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated Class A Certificates and the results Notional Balance of their operations each Class of Class A-IO Certificates and cash flow for the periods indicated Aggregate Principal Balance of the Mortgage Loans in conformity with GAAP and each Group as reported in the prior Trustee’s Remittance Report pursuant to subclause (Bxii) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificatebelow, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying in the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each case of the first three (3) Fiscal Quarters Determination Date, the Original Class Certificate Balance of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements Class of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act Class A Certificates and the Exchange Act, including, but not limited to 10Original Notional Balance of each Class of Class A-Q Quarterly Reports, 10IO Certificates and the related Cut-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during Off Date Principal Balance of the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, Mortgage Loans in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below.Group; (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year The number and containing statement Principal Balances of profit all Mortgage Loans and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters Mortgage Loans in each Group, that were the subject of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT Principal Prepayments during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) belowDue Period; (iv) As soon as it is prepared and The amount of all Curtailments in no event later than sixty (60) days after each Group that were received during the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder)Due Period; (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use The principal portion of all or any portion of Monthly Payments for each Group received during the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities)Due Period; (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the The amount of depreciation interest received on the Mortgage Loans in each Group; (vii) The amount of the Monthly Advances and any improvements thereto, substantially the Compensating Interest payment to be made on the Determination Date for each Group; (viii) The delinquency and foreclosure information set forth in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3L; (ix) The compliance certificates, as Remittance Amount for each Class of Class A and when required pursuant to Section 4.3Class A-IO Certificates for the Distribution Date with the components thereof stated separately; (x) The Annual Capital Budget as and when required in Section 10.5amount of the Insured Amounts for each Group, if any, to be paid on the Distribution Date; (xi) The monthly revenue and Capital Expenditure reporting required pursuant amount to Section 10.5(b)be distributed to the Class R Certificateholders for the Distribution Date; (xii) Together with The Class Principal Balance of each Class of Class A Certificates and the monthly reporting required pursuant Notional Balance of each Class of Class A-IO Certificates and the Aggregate Principal Balance of each Group, each after giving effect to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at distribution to be made on the FacilityDistribution Date; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered The weighted average remaining term to Landlord no later than fifty-five (55) days following the commencement maturity of the Fiscal Year to which such operating budget relatesMortgage Loans in each Group and the weighted average Loan Rate in each Group; (xiv) Within five (5) Business Days after request (or as soon thereafter as may The Servicing Fee for each Group and the amount to be reasonably possible), such further detailed information reasonably available paid to Tenant with respect the Certificate Insurer pursuant to Tenant as may be reasonably requested by LandlordSection 5.01; (xv) The quarterly reporting in respect amount of Bookings required all payments or reimbursements to the Servicer pursuant to Section 22.7 of this Lease3.03; (xvi) The reporting/copies of Subleases made by Tenant Pool Factor for each Group determined using the balances in accordance with Section 22.3subclause (ii) above; (xvii) Any notices or reporting required The amount, if any, transferred from the Simple Interest Excess Account to the Distribution Account pursuant to Article XXXII hereof or otherwise Section 5.03 and from the Spread Account to the Distribution Account pursuant to any other provision of this Lease; andSection 4.01; (xviii) The monthly reporting required percentage of the related Excess Spread used to determine the Monthly Excess Spread Amount for each Group, the Excess Spread for each Group, the Monthly Excess Spread Amount for each Group, the Spread Account Excess and the allocation of the Spread Account Excess to Reimbursable Amounts, Monthly Advances and Class R Certificateholders pursuant to Section 4.1 hereof4.01; (xix) Semi-annual property-level betting & gaming revenue information received The amounts which are reimbursable to the Servicer or the Seller, as appropriate, pursuant to Section 10.2 5.01(a)(iv) and the amount paid to Class R Certificateholders pursuant to Section 5.01(a)(ix); (xx) The number of Mortgage Loans in each Group outstanding at the beginning and at the end of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, related Due Period; (xxi) The amount on deposit in each case within fifteen (15) days sub-account of the receipt thereofSpread Account after the Distribution Date; (xxii) The amount of losses experienced on the Mortgage Loans in each Group during the preceding Due Period and the cumulative losses for the Mortgage Loans in each Group as a percentage of the related Cut-Off Date Principal Balance; (xxiii) The Class A-2 Available Funds Carryforward, if any, after giving effect to all distributions on such Distribution Date; (xxiv) The amount of Class Interest Carryover Shortfall relating to each Class of Class A Certificates and the Class A-IO Certificates, separately stating the amount that is allocable to each such Class and the amount allocable to interest and principal; and (xxxxv) On an annual basisWhether a Servicer Termination Delinquency Event or a Servicer Termination Loss Event has occurred and specifying the details thereof. The Trustee shall make such report available to the Servicer, the Depositor, the Certificateholders, the Certificate Insurer, the Rating Agencies and Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: [________]) on its internet website located at “xxx.xxxxxxxxxxxxxx.xx.xxx” on the related Distribution Date. Assistance in using the website can be obtained by calling the Trustee’s investor relations desk at (000) 000-0000. Parties that are unable to use the above distribution method are entitled to have a detailed reconciliation paper copy mailed to them via first class mail by calling the investor relations desk and indicating such. In addition, together with such report, the Trustee shall forward to Bloomberg a copy of the financial computer tape delivered by the Servicer on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information being provided to Landlord by the Servicer. To the extent that there are inconsistencies between the telecopy of the Trustee’s Remittance Report and the hard copy issued upon request (pursuant to clause the preceding paragraph) thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (xix) above (the “WH Net Revenue”ii) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (ivix) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) amounts shall be prepared expressed in compliance with applicable federal securities laws, including Regulation Sa separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Off Date.

Statements. Tenant Lessee shall furnish or cause to be furnished the following statements to LandlordLessor: (ia) On or before twentywithin 120 days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal year, and related audited consolidated statements of income, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants; (b) within forty-five (2545) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within 120 days after the end of each of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s Certificate stating that to the best of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within forty-five (45) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate Facility level statements of income and revenue per available room for the subject monthdetailed operational statistics regarding occupancy rates, patient and (B) monthly resident mix and year-to-date operating statements prepared patient and resident rates by type for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during Facility for each such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord: (i) On or before twentyWithin sixty-five (2565) days after the end of each calendar month Tenant Parent’s Fiscal Year or within five (5) Business Days following the following items as they pertain filing by Tenant’s Parent of its annual report on Form 10-K with the SEC with respect to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss(commencing with the first full Fiscal Year ending after the Commencement Date), a balance sheet, and statement of cash flows for CEOC, together with whichever is later: (1x) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Tenant’s Parent’s Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and Tenant’s Financial Statements; (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2y) a certificate, executed by the chief financial an officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety Tenant’s Parent (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (Aa) certifying that no Tenant Event of Default default has occurred under this Master Lease or, if such a Tenant Event of Default default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (Bb) certifying that such Financial Statements fairly present, in all material respects, setting forth the calculation of the financial position and results covenants set forth in Section 23.3 hereof in reasonable detail as of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each such Fiscal Year (commencing with the first full Fiscal Quarter Year ending March 31, 2018after the Commencement Date); and (z) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REITreport with respect to Tenant’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Parent’s Financial Statements from Tenant’s Parent’s accountants, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to going concern and scope of audit of ERI Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit examination by ERITenant’s Accountant Parent’s accountants in connection with such Tenant’s Parent’s Financial Statements has been made in accordance with GAAPgenerally accepted auditing standards; provided, which however, it is understood that with respect to Tenant’s Financial Statements, such Financial Statements will not be audited, however, the officer’s certificate provided under subclause (y) above shall be provided within ninety further certify that the financial position and results of operations of Tenant and its Subsidiaries are reflected in the Tenant Financial Statements and roll up into the Financial Statements of Tenant’s Parent on a consolidated basis in accordance with GAAP (90subject to normal year-end audit adjustments); (ii) Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of Tenant’s Parent’s Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than or within five (5) Business Days before Landlord REITfollowing the filing by Tenant’s applicable Parent of its quarterly report on Form 10-K Q with the SEC with respect to such fiscal quarter (commencing with the first full fiscal quarter ending after the Commencement Date for which a filing deadline; (b) quarterly unaudited financial statementsof Form 10-Q with the SEC is required), consisting of a statement of profit and losswhichever is later, a balance sheet, copy of Tenant’s Parent and statement of cash flows Tenant’s Financial Statements for ERIsuch period, together with a certificate, executed by an officer of Tenant’s Parent (i) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the chief nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the financial officer or treasurer covenants set forth in Section 23.3 hereof in reasonable detail as of ERI such quarter, to the extent one complete Test Period has been completed following the Commencement Date and (iii) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI Tenant’s Parent, Tenant and its their respective Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments adjustments); (iii) Promptly following Landlord’s request from time to time, (a) such additional financial information and projections as may be reasonably requested by Landlord concerning Tenant, its Subsidiaries and the absence Guarantors in connection with syndications, private placements, or public offerings of footnotes) which shall be provided within sixty GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (cb) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, Tenant as Landlord, PropCo 1, PropCo Landlord or Landlord REIT GLP may require for any its ongoing filings with or reports to (i) the SEC under both the Securities Act and the Securities Exchange ActAct of 1934, as amended, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo Landlord or Landlord REIT GLP during the Term of this Master Lease, (ii) the Internal Revenue Service (including in with respect of Landlord REITto GLP’s qualification as a REIT“real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or local regulatory agency (with respect to GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) with jurisdiction over Landlord, PropCo 1, PropCo GLP or Landlord REIT its Subsidiaries subject to Section 23.1(c) below); provided that any such information or projections shall be delivered to Landlord subject to the provisions of Section 23.2 below; (iv) As soon as it is prepared and in no event later than sixty Within thirty-five (6035) days after the end of each Fiscal Yearcalendar month, quarter and fiscal year, a copy of Tenant’s income statement for such month, quarter or fiscal year, as applicable, and Tenant’s balance sheet as of Net Revenue the end of such month, quarter and fiscal year, as applicable (each of which may be subject to quarterly and year-end adjustments and the absence of footnotes); provided, however, that with respect to each calendar quarter, Tenant shall provide such financial reports for the Facility with respect to such Fiscal Year (subject to final month thereof as soon as is reasonably practicable following the additional requirements as provided in Section 3.2 hereof in respect closing of the periodic determination of books for such month and in sufficient time so that Landlord or its Affiliates is able to include the Variable Rent hereunderoperational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities)Property; (vi) Within ten As soon as it is prepared and in no event later than sixty (1060) Business Days days after the end of each calendar monthFiscal Year, a schedule containing capital and revenue and EBITDA budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and reporting database and (ii) permit Landlord to calculate any additions to rent, fee or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information other payments due under Ground Leases. Tenant also agrees that Landlord shall have audit rights with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, extent required to confirm Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements ’s compliance with this Master Lease terms (andincluding, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(bRevenues).

Statements. Tenant shall furnish or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and ; (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses., and (C) PACE reports, in the form attached hereto as Exhibit I. (ii) As to CEOCTenant: (a) annual financial statements audited by CEOCTenant’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOCTenant, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC Tenant and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC Tenant and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC Tenant certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline); (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOCTenant, together with a certificate, executed by the chief financial officer or treasurer of CEOC Tenant (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC Tenant and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline); and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT“real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERIGuarantor: (a) annual financial statements audited by ERIGuarantor’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERIGuarantor, including the together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of ERI Guarantor and its Subsidiaries and shall provide in substance that (aA) such consolidated financial statements Financial Statements present fairly the consolidated financial position of ERI Guarantor and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (bB) that the audit by ERI’s such Accountant in connection with such Financial Statements has been made in accordance with GAAPGAAP and (2) a certificate, executed by the chief financial officer or treasurer of Guarantor certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline); (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERIGuarantor, together with a certificate, executed by the chief financial officer or treasurer of ERI Guarantor (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI Guarantor and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) ), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30March 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline2018); and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT“real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below;. (d) Notwithstanding anything to the contrary contained in this Section 23.1, CRC shall be relieved of its obligations to provide any of the reports in the foregoing clauses so long as (1) CEC (or other parent entity of CRC) reports CEC’s (or such other entity’s) audited financial statements on a consolidated basis and (2) such financial statements are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to CEC (or such other parent entity), on the one hand, and the information relating to CRC and its subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by an officer of CRC as having been fairly presented in all material respects. (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal prior Lease Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI CRC and their Affiliates which shall be limited to balance sheets and income statements statements, as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3 (and, without limitation, all information concerning Tenant, CEOC, ERI CRC and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3;; and (x) The Annual Capital Budget as and when required in Section 10.5;. (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for each Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).

Statements. Tenant Each month for so long as a Class of Auction Rate Certificates is Outstanding, not later than 12:00 noon New York time on the Auction Reporting Date, the Servicer shall furnish or cause deliver to be furnished the following to Landlord: (i) On or before twenty-five (25) days after Trustee, by telecopy, the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate receipt and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all legibility of which shall be provided within ninety confirmed telephonically, with hard copy thereof to be delivered on the Business Day following the Determination Date, a certificate signed by a Servicing Officer stating the date (90) days after day, month and year), the end Series number of the Certificates, the date of this Agreement, and the amount to be distributed on the upcoming Remittance Date to each Fiscal Year (commencing with the Fiscal Year ending December 31Class of Auction Rate Certificates as a payment of principal. Each month, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by 12:00 noon New York time on the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respectsDetermination Date, the financial position Servicer shall deliver to the Certificate Insurer and results of operations of CEOC to the Trustee, by telecopy, for distribution to the Certificateholders, the receipt and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all legibility of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing confirmed telephonically, with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act hard copy thereof and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially Servicer's Monthly Computer Tape in the form attached hereto as Exhibit DR (both in hard copy and in computer tape form) to be delivered on the Business Day following the Determination Date, a certificate signed by a Servicing Officer (a "Servicer's Certificate") stating the date (day, month and year), the Series number of the Certificates, the date of this Agreement, and such additional customary the following: (i) the Pool Available Remittance Amounts for each Pool for the related Remittance Date; (ii) the Class Principal Balances for each Class of Pool I, Pool II, Pool III and reasonable financial information with respect Pool IV Certificates as reported in the prior Servicer's Certificate pursuant to such fixed assets constituting Leased Property as is reasonably requested by Landlordsubclause (xv) below, it being understood that Tenant may classify any asset additions or, in accordance with the fixed asset methodology for propco-opco separation used as case of the Commencement first Determination Date, the Original Principal Balance for each Class of Pool I, Pool II, Pool III and Pool IV Certificates; (iii) the Pool Principal Distribution Amounts for each Pool for the related Remittance Date, in the aggregate and listed separately for the portions relating to each Class of Pool I, Pool II, Pool III and Pool IV Certificates; (iv) the total amount of any Insured Payments and Guaranteed Supplemental Payments included in the Pool Available Remittance Amount for Pool I or Pool IV for the related Remittance Date; (v) the Subordinated Amount and Specified Subordinated Amount for the related Remittance Date, listed separately for each Pool and the Pool Available Maximum Subordinated Amount for Pool II and Pool III; (vi) the number and Principal Balances of all Mortgage Loans in each Pool which were the subject of Principal Prepayments during the Due Period; (vii) Within three (3) Business Days the amount of obtaining actual knowledge of all Curtailments which were received during the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances whichDue Period, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances)stated separately for each Pool; (viii) Such additional customary the aggregate amount of all Excess Payments and reasonable financial information related to the Facilityamounts of Monthly Payments in respect of principal received during the Due Period, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in stated separately for each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3Pool; (ix) The compliance certificatesthe amount of interest received on the Mortgage Loans, as and when required pursuant to Section 4.3stated separately for each Pool; (x) The Annual Capital Budget as the amount of the Monthly Advances to be made on the Determination Date, the portion of the Monthly Advances to be deposited in the Certificate Accounts pursuant to Section 6.01(a)(ii), and when required the Compensating Interest payment to be made on the Determination Date, in Section 10.5each case stated separately for each Pool; (xi) The monthly revenue the delinquency and Capital Expenditure reporting required pursuant to Section 10.5(b)foreclosure information set forth in the form attached hereto as Exhibit O, stated separately for each Pool; (xii) Together with the monthly reporting required pursuant to amount of any Realized Losses incurred during the preceding clause (xi)related Due Period, an updated rent roll and a summary of all leasing activity then taking place at the Facilitystated separately for each Pool; (xiii) Operating budget the Pool Remittance Amounts for Tenant Pool I and Pool IV and the Class Current Interest Requirement and the Pool Principal Distribution Amount for Pool II and Pool III for the Remittance Date, in the aggregate and by component and listed separately for the portions relating to each Fiscal YearClass of Certificates in the related Pool, which shall any Interest Shortfall Carryforward Amount relating to each Class of Certificates and, with respect to the Auction Rate Certificates, the amount otherwise required to be delivered distributed thereon with respect to Landlord no later than fifty-five (55) days following principal and retained in the commencement of the Fiscal Year Certificate Account for Pool II pursuant to which such operating budget relatesSection 6.08(f); (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possiblethe Reimbursable Amounts, the Pool I and Pool II Strip Amounts and the Class X Remittance Amount payable pursuant to Section 6.08(d)(X)(v), such further detailed information reasonably available to Tenant Section 6.08(d)(Y)(xviii) and Section 6.08(d)(Z)(xviii) with respect to Tenant as may be reasonably requested by Landlordthe Remittance Date; (xv) The quarterly reporting in respect the Class Principal Balance for each Class of Bookings required pursuant Certificates and the Pool Principal Balance for each Pool after giving effect to Section 22.7 the distribution to be made on the Remittance Date and after allocation of this LeaseRealized Losses made on such Remittance Date; (xvi) The reporting/copies of Subleases made by Tenant the Monthly Excess Spread Percentage, the Excess Spread, and the Remainder Excess Spread Amount (in accordance with Section 22.3each case, in the aggregate and stated separately for each Pool); (xvii) Any notices or reporting required pursuant the Cumulative Realized Losses, stated separately for each Pool, with respect to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; andthe Remittance Date; (xviii) The monthly reporting required pursuant to Section 4.1 hereofthe weighted average maturity and weighted average Interest Rate, stated separately for each Pool; (xix) Semi-annual property-level betting & gaming revenue information received the Servicing Fees, the Contingency Fees, the Auction Agent Fees, the Remarketing Agent Fee and amounts to be deposited to the Expense Accounts, the Insurance Accounts and the FHA Premium Account, in each case, as applicable, stated separately for each Pool; (xx) the amount of all payments and reimbursements to the Servicer pursuant to Section 10.2 5.04(b), (c), (d)(ii), (e) and (f)(i), stated separately with respect to each Pool; (xxi) the Class Pool Factor for each Class determined using the balances in subclause (xv) above; (xxii) the weighted average Mortgage Interest Rate and Adjusted Mortgage Interest Rate of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to Mortgage Loans for each Pool and the extent relevant to the calculation of Net Revenues hereunderweighted average Class Adjusted Loan Remittance Rates for each Pool, in each case within fifteen for the related Remittance Date, and the weighted average Mortgage Interest Rate for the prior three month period; (15xxiii) days the Class AF-6, Class AV-1, Class MV-1, Class MV-2 and Class BV Remittance Rates with respect to the Remittance Date and if any of the receipt thereofClass AF-6, Class AV-1, Class MV-1, Class MV-2 and Class BV Remittance Rates was based on the applicable Net Funds Cap for the related Pool, what it would have been if based on LIBOR plus the applicable Margin or the Auction Rate, as the case may be; (xxiv) the rate of LIBOR and the Auction Rate with respect to the Remittance Date; (xxv) the Net Funds Cap for the Class AF-6, Class AV-1, Class MV-1, Class MV-2 and Class BV Certificates with respect to the Remittance Date; (xxvi) if the Remittance Rate for any Class of Certificates for such Remittance Date is based on the Net Funds Cap, the amount of any Certificateholders' Interest Carryover for such Class for such Remittance Date; (xxvii) the amount of the distribution, if any, allocable to Certificateholders' Interest Carryover and the amount of any Certificateholders' Interest Carryover for all prior Remittance Dates after giving effect to such distribution (in each case, stated separately by Class and in the aggregate); (xxviii) whether the Trigger Event for Pool II and Pool III and the S&P Trigger and the Pool II Cumulative Loss Trigger for Pool II is in effect; (xxix) the Senior Percentage and the Class B Percentage for the current Remittance Date; (xxx) the amount of any Applied Realized Loss Amount, Realized Loss Amount and Unpaid Realized Loss Amount for each Class of Pool II and Pool III Certificates as of the close of such Remittance Date; (xxxi) the Accelerated Principal Distribution Amount for Pool II and Pool III for such Remittance Date; (xxxii) the amount to be deposited into the FHA Premium Account on the related Remittance Date and the amount reimbursable to the Servicer and/or the Certificate Insurer from the FHA Premium Account pursuant to Section 6.06(b)(i); (xxxiii) The amount of FHA Payments and Related Payments received during the related Due Period, stated separately for each Pool; (xxxiv) The Reserve Amount for the related Remittance Date; (xxxv) Claims filed during the Due Period; (xxxvi) Claims paid during the Due Period; (xxxvii) Claims denied by the FHA during the Due Period; (xxxviii) Claims pending payment by the FHA during the Due Period; (xxxix) The number and Principal Balance of all Defaulted Mortgage Loans purchased during the Due Period, stated separately for each pool; (xl) The Class X Accelerated Distribution Amount and Class AF-6 Supplemental Interest Amount for such Remittance Date; and (xxxli) On an annual basis, a detailed reconciliation of Such other information as the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) Certificate Insurer and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) aboveCertificateholders may reasonably require. The Financial Statements provided Trustee shall forward such report to the Certificateholders and, with respect to the report on the Pool I and Pool IV Mortgage Loans, to the Certificate Insurer on the Remittance Date, together with a separate report indicating the amount of funds deposited in each Certificate Account pursuant to Section 23.1(b)(iii6.01(a)(iv); and the amounts which are reimbursable to the Servicer or the Representative, as appropriate, pursuant to Sections 6.03(c)(i), 6.03(c)(ii), 6.04(b)(iv), 6.08(d)(X)(iii), 6.08(d)(Y) and 6.08(d)(Z) (all reports prepared by the Trustee of such withdrawals and deposits will be based in whole or in part upon the information provided to the Trustee by the Servicer or the Claims Administrator). To the extent that there are inconsistencies between the telecopy of the Servicer's Certificate and the hard copy thereof, the Trustee shall be prepared entitled to rely upon the telecopy. In the discretion of the Servicer, in compliance with applicable federal securities lawsthe case of certain information furnished pursuant to the above provisions, including Regulation Sthe amounts shall be expressed in a separate section of the report as a dollar amount for each Class per $1,000 (or, in the case of the Auction Rate Certificates, per $25,000) original dollar amount as of the Cut-X (Off Date. Additionally, on the Special Remittance Date the Trustee shall, based upon information received from the Servicer, forward to the Certificateholders and for any prior periods required thereunder)the Rating Agencies, a report setting forth the amount of principal and interest, if any, being paid to each Class of Certificates on the Special Remittance Date, and to the extent Certificate Insurer, a report setting forth such compliance information only with federal securities lawsrespect to the Pool I and Pool IV Certificates. (a) Within a reasonable period of time after the end of each calendar year, including Regulation S-X (the Servicer shall furnish to the Trustee for distribution to each Person who at any time during the calendar year was a Certificateholder the amount of interest and for any prior periods principal distributed with respect to each Class of Certificates plus such other customary information as the Servicer determines to be necessary and/or required thereunder), is required by the Internal Revenue Service to enable Landlord, PropCo 1, PropCo or Landlord REIT the Certificateholders to (x) file prepare their tax returns for such Financial Statements with calendar year. Such obligation of the SEC if and Servicer shall be deemed to have been satisfied to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with substantially comparable information shall be provided by the SEC Servicer pursuant to Legal Requirements any requirements of the Code as from time to time are in force. (b) On each Remittance Date and the Special Remittance Date, the Trustee shall forward to the Class X and Class R Certificateholders a copy of the report forwarded to the Certificateholders of each Pool in respect of such Remittance Date or the Special Remittance Date, as the case may be, and a statement setting forth the amounts actually distributed to the Class X and Class R Certificateholders, on such Remittance Date together with such other information as the Servicer provides and deems necessary or appropriate. (yc) include Within a reasonable period of time after the end of each calendar year, the Servicer shall furnish to the Trustee for distribution to each Person who at any time during the calendar year was a Class X or Class R Certificateholder such Financial Statements in an offering document if and information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class X or R Certificateholder, as applicable. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that Landlordsubstantially comparable information shall be provided by the Servicer pursuant to any requirements of the Code as from time to time in force. (d) Upon reasonable advance notice in writing, PropCo 1the Servicer will provide to each Certificateholder which is a savings and loan association, PropCo bank or Landlord REIT is reasonably requested insurance company certain reports and access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder to comply with applicable regulations of the Office of Thrift Supervision or required other regulatory authorities with respect to include investment in the Certificates. (e) The Servicer shall furnish to each Certificateholder and the Certificate Insurer, during the term of this Agreement, such Financial Statements in any offering document in connection periodic, special, or other reports or information, whether or not provided for herein, as shall be necessary, reasonable, or appropriate with a financing contemplated respect to the Certificateholder or the Certificate Insurer, or otherwise with respect to the purposes of this Agreement, all such reports or information to be provided by and in accordance with such applicable instructions and directions as the Certificateholder or the Certificate Insurer may reasonably require; provided, that the Servicer shall be entitled to be reimbursed by such Certificateholder or the extent required by Section 23.2(b)Certificate Insurer for the Servicer's actual expenses incurred in providing such reports if such reports are not producible in the ordinary course of the Servicer's business.

Statements. At the request of Landlord, Tenant shall furnish provide to Landlord its current financial statements or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary discussing financial worth which Landlord shall use solely for purposes of this Lease and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP the ownership, management and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each disposition of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited property subject hereto. ESTOPPEL CERTIFICATES Tenant agrees from time to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided time within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days days after the end request of each calendar monthLandlord, a schedule containing any additions to deliver to Landlord, or retirements of any fixed assets constituting Leased PropertyLandlord's designee, describing such assets an estoppel certificate stating that this Lease is in summary form, their location, historical costfull force and effect, the amount date to which Rent has been paid, the unexpired portion of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, this Lease and such additional customary and reasonable financial information with respect other matters pertaining to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant this Lease as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect . Failure by Tenant to execute and deliver such certificate shall constitute an acceptance of Bookings required the Premises and acknowledgment by Tenant that the statements included are true and correct without exception. Landlord and Xxxxxx intend that any statement delivered pursuant to Section 22.7 this Paragraph may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the Project or any interest therein. The parties agree that Xxxxxx's obligation to furnish such estoppel certificates in a timely fashion is a material inducement for Landlord's execution of the Lease. SECURITY DEPOSIT Xxxxxx agrees to deposit with Landlord upon execution of this Lease; (xvi) The reporting/copies , a Security Deposit as stated in the Basic Lease Information which sum shall be held by Landlord, without obligation for interest, as security for the performance of Subleases made Tenant's covenants and obligations under this Lease, it being expressly understood and agreed that such deposit is not an advance rental deposit or a measure of damages incurred by Tenant Landlord in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant case of Xxxxxx's default. Upon the occurrence of any event of default by Tenant, Landlord may, from time to Article XXXII hereof or otherwise pursuant time, without prejudice to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA remedy provided herein or provided by Tenantlaw, ERI or any direct or indirect subsidiary of ERI use such fund to the extent relevant necessary to make good any arrears of Rent or other payments due to Landlord hereunder, and any other damage, injury, expense or liability caused by such event of default, and Tenant shall pay to Landlord, on demand, the amount so applied in order to restore the Security Deposit to its original amount. Any remaining balance of such deposit shall be returned by Landlord to Tenant at such time after termination of this Lease that all of the Tenant's obligations under this Lease have been fulfilled. TENANT'S REMEDIES Tenant shall look solely to Landlord's interest in the Project for recovery of any judgment from Landlord. Landlord and Landlord's Affiliates shall never be personally liable for any such judgment. ASSIGNMENT AND SUBLETTING Tenant shall not assign or sublet the Premises or any part thereof without Landlord's prior written approval except as provided herein. If Tenant desires to assign this Lease or sublet any or all of the Premises, Tenant shall give Landlord written notice thirty (30) days prior to the calculation anticipated effective date of Net Revenues hereunder, in each case within the assignment or sublease. Landlord shall then have a period of fifteen (15) days following receipt of such notice to notify Tenant in writing that Landlord elects either (1) to terminate this Lease as to the space so affected as of the receipt thereof; and date so requested by Xxxxxx (xxexcept in the event of an assignment to an Affiliate (as hereinafter defined)), or (2) On to permit Tenant to assign this Lease or sublet such space, subject, however, to Landlord's prior written approval of the proposed assignee or subtenant and of any related documents or agreements associated with the assignment or sublease, such consent not to be unreasonably withheld so long as Tenant provides data and documentation reasonably satisfactory to Landlord that demonstrates that the use of the Premises by such proposed assignee or subtenant would be a Permitted Use, and the proposed assignee or subtenant is of sound financial condition (determined in Landlord's reasonable judgment). Any Rent or other consideration realized by Tenant under any such sublease or assignment (except to an annual basisAffiliate) in excess of the Rent payable hereunder, after deducting the amortization of (1) the reasonable cost of any improvements which Xxxxxx has made for the purpose of assigning or subletting all or part of the Premises and (2) reasonable subletting and assignment costs, shall be divided and paid fifty percent (50%) to Tenant, fifty percent (50%) to Landlord. If Tenant is a closely held corporation (i.e., one whose stock is not publicly held and not traded through an exchange or over the counter), a detailed reconciliation transfer of corporate shares by sale, assignment, bequest, inheritance, operation of law or other disposition (including such a transfer to or by a receiver or trustee in federal or state bankruptcy, insolvency or other proceedings), in one or a series of related transactions, so as to result in a change in the present control of such corporation or any of its parent corporations by the person or persons owning a majority of said corporate shares, shall constitute an assignment for purposes of this Paragraph. If Tenant is a partnership, joint venture or other unincorporated business form, a transfer of the interest of persons, firms or entities responsible for managerial control of Tenant by sale, assignment, bequest, inheritance, or operation of law or other disposition, so as to result in a change in the present control of said entity and/or a change in the identity of the persons responsible for the general credit obligations of said entity shall constitute an assignment for all purposes of this Paragraph. No assignment or subletting by Tenant shall relieve Tenant of any obligations under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. Notwithstanding the foregoing, Xxxxxxxx's consent shall not be required for any assignment of the Lease or sublet of the Premises (either, a "Transfer") to an Affiliate, as long as the following conditions are met: At least fifteen (15) business days before the Transfer, Landlord receives written notice of the Transfer (as well as any documents or information reasonably requested by Landlord regarding the Transfer or the Affiliate); The Transfer is not a subterfuge by Tenant to avoid its obligations or liabilities under the Lease; The Affiliate assumes in writing all of Tenant's obligations under this Lease relating to the portion of the Premises being assigned or sublet; and The Affiliate has a net worth immediately following the Transfer, as evidenced by financial information being provided statements delivered to Landlord pursuant and certified by an independent certified public accountant in accordance with generally accepted accounting principles that are consistently applied ("Net Worth") at least equal to clause (xix) above (Tenant's Net Worth either immediately before the “WH Net Revenue”) and transfer or as of the Net Revenue statements that Tenant date of this Lease, whichever is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)greater.

Statements. Tenant (a) Not later than 12:00 noon, California time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish or cause deliver to the Trustee by electronic modem a computer file containing the information called for by clauses (i) through (xxi) below as of the end of the preceding Due Period and such other information as the Trustee shall reasonably require. Not later than 12:00 noon, California time, on each Determination Date, the Trustee shall deliver to the Servicer and the Seller by telecopy, with a hard copy thereof to be delivered on the succeeding Distribution Date, a confirmation of the items in clause (i) below. Not later than one Business Day prior to each Distribution Date the Trustee shall deliver a statement (the "Trustee's Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification or calculation thereof: (i) On The Available Funds for each Certificate Group and each Class's Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest for each Loan Group paid as principal; (vi) the Servicing Fee; (vii) the Loan Group Balance of each Loan Group and the Pool Balance, in each case as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) each Overcollateralization Amount and each Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) for each Certificate Group, whether a Trigger Event has occurred and is continuing; (xi) The number and Principal Balances of all Mortgage Loans in each Loan Group that were the subject of Principal Prepayments during the Due Period; (xii) The amount of all Curtailments in each Loan Group that were received during the Due Period; (xiii) The principal portion of all Monthly Payments in each Loan Group received during the Due Period; (xiv) The interest portion of all Monthly Payments in each Loan Group received on the Mortgage Loans during the Due Period; (xv) For each Certificate Group, the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) The amount to be distributed to the Class R Certificateholders for the Distribution Date; (xvii) The weighted average remaining term to maturity of the Mortgage Loans in each Loan Group and the weighted average Loan Rate; (xviii) The amount of all payments or before twentyreimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) The number of Mortgage Loans in each Loan Group outstanding at the beginning and at the end of the related Due Period; (xx) For each Certificate Group, the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Loan Losses and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) For each Loan Group, as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90-119 days delinquent; the number and Principal Balance of Mortgage Loans which are more than 120 days delinquent; the number and Principal Balance of Mortgage Loans which are in foreclosure; and the number and Principal Balance of Mortgage Loans which are REO Property; (xxii) For each Certificate Group the calculation of the Trigger Event and the Subordination Trigger Event; and (xxiii) For each Pre-Funding Distribution Date, the remaining Allocated Pre-Funded Amount. The Trustee shall forward such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. The Servicer shall calculate all items in clauses (i) - (xxii) above. To the extent that there are inconsistencies between the telecopy of the Trustee's Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Class R Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to each Certificateholder (if requested in writing), substantially in during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant (a) On or before 1:00 p.m. New York Time on ---------- each Determination Date, the Servicer shall furnish deliver or cause a Subservicer to deliver to the Certificate Administrator by electronic transmission in a computer-readable format acceptable to the Certificate Administrator, monthly servicer accounting reports sufficient for the Certificate Administrator to perform its responsibilities pursuant to this Agreement. The monthly servicer accounting reports shall contain information as to each Home Equity Loan as of the close of business immediately prior to such Determination Date and such other information as the Certificate Administrator shall reasonably require. Such information for each Home Equity Loan shall include among other items, but not be furnished limited to, ending Stated Principal Balance, Advances (separately stated for principal and interest), Realized Losses, the following date the last Scheduled Monthly Payment was paid, Principal Prepayments, Scheduled Monthly Payments of principal and interest, Mortgage Rates, and Prepayment Interest Shortfalls. Not later than 12:00 noon New York time two Business Days prior to Landlord:the Distribution Date, the Certificate Administrator shall prepare and deliver to the Trustee by telecopy, and hard copy, a statement (the "Remittance Report") containing the information set forth below with respect to such Distribution Date. (i) On the amount of the related distribution to Holders of the Class A Certificates allocable to principal, separately identifying (A) the aggregate amount of any Principal Prepayments included therein, and (B) the aggregate of all scheduled payments of principal included therein; (ii) the amount of such distribution to Holders of the Class A Certificates allocable to interest; (iii) the amount of any Insured Amount included in the amounts distributed to the Holders of Class A Certificates on such Distribution Date; (iv) the Carry-Forward Amount and any Basis Risk Carryover Amount; (v) the Class Certificate Principal Balance of the Class A Certificates after giving effect to the distribution of principal made, and the principal portion of Realized Losses, if any, allocated with respect to such Distribution Date; (vi) the Pool Stated Principal Balance for the following Distribution Date; (vii) the Required Subordinated Amount and the Subordinated Amount as of such Distribution Date; (viii) the Pass-Through Rate for the Class A Certificates for such Distribution Date; (ix) the amount of Advances by the Servicer or before twentythe Trustee included in the distribution to the Certificates on such Distribution Date; (x) the number of Home Equity Loans and the weighted average of the Mortgage Rates for the Home Equity Loans outstanding as of the preceding Determination Date; (xi) the number and aggregate principal amounts of delinquent Home Equity Loans (A) delinquent (exclusive of Home Equity Loans in foreclosure) (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 plus days in each case as of the close of business on the Business Day preceding the Determination Date in the month in which such Distribution Date occurs; (xii) the total number and aggregate principal balance of any Home Equity Loans in foreclosure and any REO Properties as of the close of business on the Business Day preceding the Determination Date in the month in which such Distribution Date occurs; (xiii) the aggregate of all Realized Losses, relating to Liquidated Loans; (xiv) the amount of any Subordination Deficiency Amount after giving effect to the distribution of principal on such Distribution Date; (xv) the unpaid principal balance of any Home Equity Loan as to which the Servicer has determined not to foreclose because it believes the related Mortgaged Property may be contaminated with or affected by hazardous wastes or hazardous substances; (xvi) the amount of the Servicing Fee and the Administration Fee paid (and not previously reported) with respect to the related Distribution Date and the amount by which the Servicing Fee has been reduced by any Prepayment Interest Shortfalls for the related Distribution Date; and (xvii) the number and Stated Principal Balance of the Home Equity Loans which have been modified pursuant to Section 3.01(f) during the related Due Period and in the aggregate since the Closing Date. The Trustee shall forward such report to the Certificate Insurer, the Certificateholders and the Rating Agencies on the Distribution Date. The Trustee and the Certificate Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. To the extent that there are inconsistencies between the telecopy of the Remittance Report and the hard copy thereof, the Trustee may rely upon the latter. In the case of information furnished pursuant to subclauses (i) and (ii) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-five Off Date. (25b) days Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Class A Certificateholder, if requested in writing by such Person, such information as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information is reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (i) and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering above, aggregated for such Fiscal Year and containing statement calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report the Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Residual Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Class A Certificateholders in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Residual Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Residual Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Residual Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to each Certificateholder (if requested in writing), substantially in during the form attached hereto term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information reasonable, or appropriate with respect to the Certificateholder, or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided, that the Servicer and the -------- Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer tapes furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi)Rating Agencies, an updated rent roll and a summary the Depositor or the Certificate Insurer. No Person entitled to receive copies of all leasing activity then taking place at such reports or tapes or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant Not later than 12:00 noon Chicago, Illinois time on the Business Day preceding each Determination Date, the Servicer shall furnish deliver to the Trustee and the Certificate Insurer a computer tape or cause written report containing the information set forth on Exhibit R as to each Mortgage Loan with respect to the related Due Period and such other information with respect to the Mortgage Loans in the aggregate as the Trustee shall reasonably require. Not later than 12:00 noon Chicago, Illinois time two Business Days preceding each Payment Date, the Trustee shall deliver to the Depositors, any Paying Agent, the Servicer, the Certificate Insurer, Moody's and S&P by telecopy, a statement (the "Remittance Report") containing the information set forth below with respect to the succeeding Payment Date, with a hard copy thereof to be furnished delivered on the following to Landlordimmediately succeeding Business Day: (i) On or before twenty-five (25) days after the end Available Payment Amount attributable to each Mortgage Loan Group and any portion of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance Available Payment Amount that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made deposited in accordance with GAAP and (2) the Collection Account but may not be withdrawn therefrom pursuant to an order of a certificate, executed by United States bankruptcy court of competent jurisdiction imposing a stay pursuant to Section 362 of the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineUnited States Bankruptcy Code; (bxx) quarterly unaudited financial statementsxxx Xxxxx X-1 Principal Balance, consisting of a statement of profit the Class A-2 Principal Balance, the Class A-3 Principal Balance, the Class A-4 Principal Balance, the Class A-5 Principal Balance, the Class A-6 Principal Balance, the Class A-7 Principal Balance, the Adjustable Rate Principal Balance and lossthe Pool Principal Balance with respect to each Mortgage Loan Group, a balance sheetas reported in the Remittance Report provided pursuant to subclause (xiii) below for the immediately preceding Payment Date, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying in the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each case of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with Determination Date, the Fiscal Quarter ending March 31Original Class A-1 Principal Balance, 2018) but if Guarantor is not a reporting company under the Exchange ActOriginal Class A-2 Principal Balance, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and TenantOriginal Class A-3 Principal Balance, which information shall be limited to balance sheetsthe Original Class A-4 Principal Balance, income statementsthe Original Class A-6 Principal Balance, and statements of cash flowthe Original Class A-7 Principal Balance, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act Original Class A-8 Principal Balance and the Exchange Act, including, but not limited Original Pool Principal Balance with respect to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below.Mortgage Loan Group; (iii) As with respect to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year the Mortgage Pool and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respectsMortgage Loan Group, the financial position number and results Principal Balances of operations all Mortgage Loans which were the subject of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT Principal Prepayments during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) belowrelated Due Period; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to Mortgage Pool and each Mortgage Loan Group, the additional requirements as provided in Section 3.2 hereof in respect amount of all Curtailments which were received during the periodic determination of the Variable Rent hereunder)related Due Period; (v) Prompt Notice with respect to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenantthe Mortgage Pool and each Mortgage Loan Group, the result aggregate amount of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use principal portion of all or any portion of Monthly Payments received during the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities)related Due Period; (vi) Within ten (10) Business Days after with respect to the end of Mortgage Pool and each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costMortgage Loan Group, the amount of depreciation interest received on the Mortgage Loans during the related Due Period; (vii) with respect to the Mortgage Pool and any improvements theretoeach Mortgage Loan Group, substantially the aggregate amount of the Advances made and recovered with respect to such Payment Date; (viii) with respect to the Mortgage Pool and each Mortgage Loan Group, the delinquency and foreclosure information set forth in the form attached hereto as Exhibit DH and the amount of Mortgage Loan Losses during the related Due Period; (ix) the Class A-1 Principal Balance, the Class A-2 Principal Balance, the Class A-3 Principal Balance, the Class A-4 Principal Balance, the Class A-5 Principal Balance, the Class A-6 Principal Balance, the Class A-7 Principal Balance and the Adjustable Rate Principal Balance after giving effect to the distribution to be made on such Payment Date; (x) with respect to the Mortgage Pool and each Mortgage Loan Group, the weighted average maturity and the weighted average Mortgage Interest Rate of the Mortgage Loans in each Mortgage Loan Group as of the last day of the related Due Period; (xi) the Servicing Fees paid and Servicing Fees accrued during the related Due Period; (xii) the amount of all payments or reimbursements to the Servicer pursuant to Section 5.04 (ii), (iv), (v), (vi) and (vii) paid or to be paid since the prior Payment Date (or in the case of the first Payment Date, since the Closing Date); (xiii) the Pool Principal Balance and aggregate Principal Balance for each Mortgage Loan Group as of the last day of the related Due Period; (xiv) such other information as the Certificate Insurer, each Account Party and the Certificateholders may reasonably require; (xv) the amounts which are reimbursable to the Servicer, the Representative or the Depositors, as appropriate, pursuant to Section 6.05; (xvi) with respect to the Mortgage Pool and each Mortgage Loan Group, the number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period; (xvii) the aggregate interest accrued on the Mortgage Loans at their respective Mortgage Interest Rates for the related Due Period; (xviii) the Principal Balance of Mortgage Loans in the Fixed Rate Group with Mortgage Interest Rates less than 8.17% per annum and less than 8.27% per annum; (xix) the Subordinated Amount, the amount on deposit in the Spread Account, the Cumulative Excess Spread Receipts, in each case after giving effect to any payments or withdrawals on such Payment Date, and such additional customary with respect to the Mortgage Pool and reasonable financial information each Mortgage Loan Group, the Excess Spread with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Payment Date; (viixx) Within three (3) Business Days of obtaining actual knowledge the aggregate Mortgage Loan Losses since the Cut-off Date as of the occurrence of a Tenant Event of Default (or end of the occurrence of any facts or circumstances whichrelated Due Period; and (xxi) the LIBOR Interest Carryover with respect to such Payment Date. The Trustee shall forward such report to the Certificateholders on the Payment Date, by telecopy, with a hard copy to follow (in the giving case of the Depository) or by first class mail. The Depositors and the Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. To the extent that there are inconsistencies between the telecopy of the Remittance Report and the hard copy thereof, the Servicer and the Trustee may rely upon the telecopy. In the case of information furnished pursuant to subclauses (ii), (iii), (iv), (v) and (ix) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each of the Class A Certificates for each $1,000 original dollar amount as of the Cut-off Date. (a) Upon reasonable advance notice in writing, the Servicer will provide to the Trustee access to information and documentation regarding the Mortgage Loans sufficient to permit any Holder which is a savings and loan association, bank or insurance company to comply with applicable regulations of the FDIC or other regulatory authorities with respect to investment in the Certificates, as applicable. (b) The Servicer shall furnish to the Trustee and to the Certificate Insurer, during the term of this Agreement, such periodic, special, or other reports or information not specifically provided for herein, as may be necessary, reasonable, or appropriate with respect to the Trustee or the passage Certificate Insurer, as the case may be, or otherwise with respect to the purposes of time would ripen into a Tenant Event of Default this Agreement, all such reports or information to be provided by and in accordance with such applicable instructions and directions as the Trustee or the Certificate Insurer may reasonably require; provided, that (individually or collectively would the Servicer shall be reasonably expected entitled to result in a material adverse effect on Tenant or in respect of be reimbursed by the Facility)requesting party, a written notice to Landlord regarding for the same, which notice shall include a detailed description of the Tenant Event of Default (or fees and actual expenses associated with providing such facts or circumstances) and the actions Tenant has taken or shall takereports, if any, to remedy such Tenant Event reports are not generally produced in the ordinary course of Default (or such facts or circumstances);its business. (viiic) Such additional customary Reports and reasonable financial computer tapes furnished by the Servicer pursuant to this Agreement shall be deemed confidential and of proprietary nature, and shall not be copied or distributed except in connection with the purposes and requirements of this Agreement; provided that the Certificate Insurer may copy or distribute such information related (A) pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial or administrative or legislative body or committee, (B) as may be required in any report, statement or testimony submitted to any Federal, state, municipal or other regulatory body having jurisdiction over the Certificate Insurer, (C) in order to comply with any law, ruling, order or regulation applicable to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectivelyCertificate Insurer, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case (D) as may be required by any Fee Mortgagee rating agency or reinsurer. No Person entitled to receive copies of such reports or tapes shall use the information therein for the purpose of soliciting the customers of the Originators or for any other purpose except as an Additional Fee Mortgagee Requirement hereunder set forth in this Agreement. (d) The Trustee shall promptly send to the extent required by Section 31.3Certificate Insurer and to each Certificateholder) in writing: (i) notice of any reduction in the Specified Spread Account Requirement; (ixii) The compliance certificates, as and when required pursuant to Section 4.3notice of any reduction of the percentages set forth in the definition of "Monthly Excess Spread Amount"; (xiii) The Annual Capital Budget as and when required in Section 10.5notice of the appointment of any Subservicer; (xiiv) The monthly revenue and Capital Expenditure reporting required pursuant notice of any transfer of any Account to a different depository institution; (v) notice of any reduction in the rating of any Letter of Credit Bank below the minimum ratings described in Section 10.5(b6.11(b); (xiivi) Together with the monthly reporting required a copy of each Officer's Certificate delivered pursuant to Section 7.04 and any notice received from the preceding clause (xi), an updated rent roll and Servicer of a summary change in the fiscal year of all leasing activity then taking place at the FacilityServicer; (xiiivii) Operating budget for Tenant for a copy of each Fiscal Year, which shall be letter delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease7.05; and (xviiiviii) The monthly reporting required notice of the receipt by the Trustee of any information regarding the Servicer's servicing activities pursuant to the last paragraph of Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant10.01(c); provided, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, that in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) Trustee shall only be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT send such notices and other items to (x) file such Financial Statements with the SEC if and Persons to the extent that Landlordthe Trustee has itself received the related information. The Depositors, PropCo 1, PropCo or Landlord REIT is required the Servicer and the Trustee on behalf of Certificateholders (the "Trust Parties") hereby authorize the Certificate Insurer to file such Financial Statements with include the SEC pursuant to Legal Requirements or (y) include such Financial Statements information contained in an offering document if and reports provided to the extent that LandlordCertificate Insurer hereunder (the "Information") on The Bloomberg, PropCo 1an on-line computer based information network maintained by Bloomberg L.P. ("Bloomberg"), PropCo or Landlord REIT is reasonably requested in other electronic or required print information services. The Trust Parties agree not to include such Financial Statements in commence any offering document actions or proceedings, or otherwise assert any claims, against the Certificate Insurer or its affiliates or any of the Certificate Insurer's or its affiliates' respective agents, representatives, directors, officers or employees (collectively, the "Certificate Insurer Parties"), arising out of, or related to or in connection with a financing contemplated the dissemination and/or use of any Information by the Certificate Insurer, including, but not limited to, claims based on allegations of inaccurate, incomplete or erroneous transfer of information by the Certificate Insurer to Bloomberg or otherwise (other than in connection with the Certificate Insurer's negligence or willful misconduct). The Trust Parties waive their rights to assert any such claims against the Certificate Insurer Parties and fully and finally release the Certificate Insurer Parties from any and all such claims, demands, obligations, actions and liabilities (other than in connection with the Certificate Insurer's negligence or willful misconduct). The Certificate Insurer makes no representations or warranties, expressed or implied, of any kind whatsoever with respect to the extent required accuracy, adequacy, timeliness, completeness, merchantability or fitness for any particular purpose of any Information in any form or manner. The Certificate Insurer reserves the right at any time to withdraw or suspend the dissemination of the Information by Section 23.2(b)the Certificate Insurer. The authorizations, covenants and obligations of the Trust Parties under this section shall be irrevocable and shall survive the termination of this Agreement.

Statements. Tenant (a) Not later than 11:00 a.m., Illinois time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish or cause deliver to the Securities Administrator by electronic means a computer file containing the information called for by clauses (i) through (xxvii) below as of the end of the preceding Due Period and such other information as the Trustee shall reasonably require. Not later than 4:00 p.m., New York time, three Business Days prior to each Distribution Date, the Securities Administrator shall deliver to the Servicer, the Trustee, the Certificate Insurer and the Seller by telecopy, with a hard copy thereof to be delivered on the succeeding Distribution Date, a confirmation of the items in clause (i) below. Not later than two Business Days prior to each Distribution Date the Securities Administrator shall deliver to the Trustee a statement (the "Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the information furnished by the following to LandlordServicer upon which the Securities Administrator and the Trustee shall conclusively rely without independent verification or calculation thereof: (i) On the Available Funds for each Certificate Group and each Class' Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest for each Loan Group paid as principal; (vi) the Servicing Fee, the Premium Amount and the Reimbursement Amount; (vii) the Loan Group Balance of each Loan Group and the Pool Balance, in each case as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the number and Principal Balances of all Mortgage Loans in each Loan Group that were the subject of Principal Prepayments during the Due Period; (xii) the amount of all Curtailments in each Loan Group that were received during the Due Period; (xiii) the principal portion of all Monthly Payments in each Loan Group received during the Due Period; (xiv) the interest portion of all Monthly Payments in each Loan Group received on the Mortgage Loans during the Due Period; (xv) for each Certificate Group, the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class P, Class BIO and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans in each Loan Group and the weighted average Loan Rate as of the first day of the month prior to the Distribution Date; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) the number of Mortgage Loans in each Loan Groupoutstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) for each Loan Group, as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) any LIBOR Carryover distributed and any remaining LIBOR Carryover; (xxiii) for each Loan Group, the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period; (xxiv) the amount of Net Rate Cap Carryover distributed to the Class A-1F and Class A-2F Certificates and each Class of Subordinate Certificates and the amount of Net Rate Cap Carryover remaining for each such Class; (xxv) for each Pre-Funding Distribution Date, the amount remaining in the Initial Coverage Account; (xxvi) for each Pre-Funding Distribution Date, the remaining Allocated Pre-Funded Amount; and (xxvii) the amount of the Insured Payments, if any, to be made on such Distribution Date. The Trustee shall forward such report to the Servicer, the Seller, the Certificate Insurer, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date; provided, however, that the Trustee shall remove from the report the Premium Amount to be paid to the Certificate Insurer prior to the submission to Bloomberg and Intex Solutions. The Securities Administrator and the Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. The Servicer shall calculate all items in clauses (i) - (xxvii) above. To the extent that there are inconsistencies between the telecopy of the Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. The Securities Administrator will make the Remittance Report (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, and the parties to this Agreement via the Securities Administrator's internet website and its fax-on-demand service. The Securities Administrator's fax-on-demand service may be accessed by calling (000) 000-0000. The Securities Administrator's internet website shall initially be located at "xxx.xxxxxxx.xxx". Assistance in using the website or the fax-on-demand service can be obtained by calling the Securities Administrator's customer service desk at (000) 000-0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Securities Administrator shall have the right to change the way Remittance Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Securities Administrator shall provide timely and adequate notification to all above parties regarding any such changes. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Class R Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Securities Administrator or the Trustee or and furnished to Certificateholders by the Trustee pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer, substantially the Securities Administrator and the Trustee shall furnish to each Certificateholder (if requested in writing), during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer, the Securities Administrator and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant (a) No later than each Servicing Report Date, the Servicer shall furnish or cause deliver to be furnished the Indenture Trustee, the Depositor and the Seller the Servicing Report. (1) Based on the information provided by the Servicer in the Servicing Report, no later than two (2) Business Days before each Payment Date, the Indenture Trustee shall prepare and distribute a monthly statement (the "Monthly Statement"), with respect to such Payment Date to the Seller, the Depositor, the Securityholders and each Rating Agency, stating the date of original issuance of the Securities (day, month and year), the name of the Issuer (i.e., "United National Home Loan Owner Trust 1999-1"), the series designation of the Securities (i.e., "Series 1999-1"), the date of this Agreement and the following to Landlordinformation: (i) On the Available Collection Amount and the Regular Payment Amount for the related Payment Date; (ii) the Class Principal Balance or Notional Balance of each Class of Securities and the Pool Principal Balance as of the first day of the related Due Period and after giving effect to payments and distributions made to the holders of such Securities on such Payment Date; (iii) the Class Pool Factor with respect to each Class of Securities then outstanding, carried to seven decimal places; (iv) the amount of principal and interest received on the Home Loans during the related Due Period; (v) the Servicing Fee for such Payment Date; (vi) the amount, if any, paid on such Payment Date to each Class of Securities in respect of Deferred Amounts; (vii) with respect to each Class of Securities the amount of any applicable Deferred Amounts remaining unreimbursed after giving effect to payments made on such Payment Date; (viii) the weighted average remaining term to maturity of the Home Loans and the weighted average Home Loan Interest Rate of the Home Loans each as of such Payment Date; (ix) certain performance information, including delinquency and foreclosure information with respect to the Home Loans, as set forth in the Monthly Statement; (x) the amount of Nonrecoverable Advances reimbursed to the Servicer; (xi) the number of and aggregate Principal Balance of all Home Loans in foreclosure proceedings (other than any Home Loans described in clause (xvi)) and the percent of the aggregate Principal Balances of such Home Loans to the aggregate Principal Balances of all Home Loans, all as of the close of business on the last day of the related Due Period; (xii) the number of and the aggregate Principal Balance of the Home Loans in bankruptcy proceedings (other than any Home Loans described in clause (xvii)) and the percent of the aggregate Principal Balances of such Home Loans to the aggregate Principal Balances of all Home Loans, all as of the close of business on the last day of the related Due Period; (xiii) the number of Foreclosure Properties, the aggregate Principal Balance of the related Home Loans, the book value of such Foreclosure Properties and the percent of the aggregate Principal Balances of such Home Loans to the aggregate Principal Balances of all Home Loans, all as of the close of business on the last day of the related Due Period; (xiv) during the related Due Period, the aggregate Principal Balance of Home Loans for each of the following: (A) that became Liquidated Home Loans and (B) that became Deleted Home Loans pursuant to Section 3.05 as a result of such Deleted Home Loans being Liquidated Home Loans or a Home Loan in foreclosure, default or imminent default, including the foregoing amounts by loan type; (xv) from the Cut-Off Date through the most current Due Period, the cumulative aggregate Principal Balance of Home Loans for each of the following: (A) that became Liquidated Home Loans, and (B) that became Deleted Home Loans pursuant to Section 3.05 as a result of such Deleted Home Loans being in foreclosure, default or imminent default; (xvi) the scheduled principal payments and the principal prepayments received with respect to the Home Loans during the related Due Period; (xvii) the number of Home Loans remaining in the Home Loan Pool; (xviii) the Cumulative Losses; and (xix) such other information as may be reasonably requested by the Indenture Trustee, the Issuer or the Residual Interest Certificateholder. (2) No later than two (2) Business Days before twenty-five each Payment Date, the Indenture Trustee shall prepare and distribute to the Seller, the Depositor and each Rating Agency a monthly statement that includes the cumulative aggregate Principal Balance of Home Loans that became Deleted Home Loans pursuant to Section 3.05(c) as a result of such Deleted Home Loans being Defective Home Loans, from the Closing Date through the most current Due Period. (253) No later than seven days following a repurchase or substitution pursuant to Sections 2.06, 3.05 or 4.02, the Indenture Trustee shall notify each Rating Agency of the aggregate principal balances of the Home Loans repurchased or substituted and (if applicable) the relevant Substitution Adjustment. All reports prepared by the Indenture Trustee of the withdrawals from and deposits in the Collection Account will be based in whole or in part upon the information provided to the Indenture Trustee by the Servicer, and the Indenture Trustee may fully rely upon and shall have no liability with respect to such information provided by the Servicer. (c) Within a reasonable period of time after the end of each calendar month year, the following items Indenture Trustee shall prepare and distribute to each Person who at any time during the calendar year was a Securityholder, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Ab)(iii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison of budgeted income and expenses and the actual income and expensesSecurityholder. (iid) As On each Payment Date, the Indenture Trustee shall forward to CEOC: (a) annual financial statements audited by CEOC’s Accountant DTC and to the Holder of each Security a copy of the Monthly Statement in accordance with GAAP covering respect of such Fiscal Year Payment Date and containing a statement setting forth the amounts actually distributed to the holder of profit and loss, a balance sheet, and statement of cash flows for CEOCsuch Security on such Payment Date, together with (1) a report thereon by such Accountant which report shall be unqualified other information as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer Indenture Trustee deems necessary or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vie) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Indenture Trustee shall prepare and distribute to each Person who at any time during the calendar year was the Holder of depreciation a Security, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was the holder of such Security. (f) Upon reasonable advance notice in writing, the Servicer will provide to each Securityholder which is a savings and any improvements theretoloan association, substantially in bank or insurance company access to information and documentation regarding the form attached hereto as Exhibit D, and Home Loans sufficient to permit such additional customary and reasonable financial information Securityholder to comply with applicable regulations of the FDIC or other regulatory authorities with respect to investment in such fixed assets constituting Leased Property Securities. (g) The Indenture Trustee shall furnish to each Securityholder, during the term of this Agreement, such periodic, special, or other reports, including information tax returns or reports required with respect to the Securities, including Internal Revenue Service Forms 1099 and (if instructed in writing by the Issuer on the basis of the advice of legal counsel) and other similar reports that are required to be filed by the Indenture Trustee or its agent and the Holder of the Certificates, whether or not provided for herein, as is reasonably requested shall be necessary, reasonable, or appropriate with respect to the Securityholders, or otherwise with respect to the purposes of this Agreement, all such reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions as the fixed asset methodology for propco-opco separation used as of the Commencement Date;Securityholders may reasonably require. (viih) Within three (3) Business Days of obtaining actual knowledge of Reports and computer tapes furnished by the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) Servicer and the actions Tenant has taken or shall take, if any, Indenture Trustee pursuant to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which this Agreement shall be limited to balance sheets deemed confidential and income statements (andof proprietary nature, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, shall not be copied or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document distributed except in connection with a financing contemplated by the purposes and requirements of this Agreement. No Person entitled to receive copies of such reports or tapes shall use the extent required by Section 23.2(b)information therein for the purpose of soliciting the customers of the Seller or the Servicer or for any other purpose except as set forth in this Agreement.

Statements. Tenant shall furnish or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year The Sponsor shall prepare and containing deliver a settlement statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1the “Statement”) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any actionSupplier, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially month in the form attached hereto as Exhibit DTerm that is the subject of the Statement (the “Settlement Month”), and such additional customary and reasonable financial information setting out the basis for the Monthly Payment with respect to such fixed assets constituting Leased Property the Settlement Month, as is reasonably requested well as the basis for any other payments owing under this Agreement by Landlord, it being understood that Tenant either Party to the other in the Settlement Month. A Statement may classify any asset additions in accordance with be delivered by the fixed asset methodology for propco-opco separation used as Sponsor to the Supplier by facsimile or electronic means and shall include the reference number assigned to this Agreement by the Sponsor and a description of the Commencement Date;components of the Monthly Payment and other payments, as described in this Agreement, including Section 4.2 as applicable, owing to the Supplier for the Settlement Month. (viib) Within three (3) Business Days of obtaining actual knowledge The Supplier shall, promptly following receipt from the System Operator or LDC, as applicable, of the occurrence necessary information to calculate the Regulatory Charge Credit in respect of a Tenant Event Settlement Month, forward such information to the Sponsor, along with a draft calculation of Default the Regulatory Charge Credit in the Prescribed Form. (c) The Sponsor’s calculation of the Regulatory Charge Credit shall be included in the Statement for the Settlement Month in which all information reasonably required by the Sponsor to calculate the Regulatory Charge Credit has been received by the Sponsor, and shall be paid on the Payment Date corresponding to such Statement. The amount of the Regulatory Charge Credit that is due on a given Payment Date shall be added to (or of subtracted from, as the occurrence of any facts or circumstances whichcase may be), with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or applicable Monthly Payment, except in respect of the Facility), a written notice to Landlord regarding final payment(s) of the sameRegulatory Charge Credit, which notice shall include may occur after the last Monthly Payment has been made. For greater certainty, if all information required by the Sponsor to calculate the Regulatory Charge Credit has not been received by the end of a detailed description given Settlement Month, the payment of the Tenant Event of Default (or Regulatory Charge Credit shall not be made until the Payment Date corresponding the Settlement Month in which all such facts or circumstances) information has been received, and the actions Tenant has taken or no interest shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)accrue thereon.

Statements. Tenant (a) Not later than 1:00 p.m., New York time, on the 18th calendar day of each month, or if such 18th day is not a Business Day, the immediately preceding Business Day, the Servicer shall furnish deliver to the Master Servicer who shall deliver to the Securities Administrator by electronic means reasonably acceptable to the Master Servicer, a computer file containing the loan level information set forth in Exhibits V, W and X hereto necessary to permit the Master Servicer to perform its obligations hereunder and the Securities Administrator to calculate the information required by clauses (i) through (xxv) below as of the end of the preceding Prepayment Period or cause Due Period, as applicable, and such other information as the Master Servicer or the Securities Administrator shall reasonably require, and the Seller hereby agrees to provide the Master Servicer and the Servicer with an amended Prepayment Charge Schedule, if required, at such time. Not later than each Distribution Date the Securities Administrator shall prepare a statement (the “Remittance Report”) containing the information set forth below with respect to such Distribution Date, which information shall be based solely upon the loan level information furnished by the following to LandlordServicer and the Master Servicer, as applicable, upon which the Securities Administrator shall conclusively rely without independent verification thereof: (i) On Available Funds for each Loan Group and in the aggregate and the Certificate Rate for each Class for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Group I Excess Interest and Group II Excess Interest paid as principal; (vi) the aggregate amount of the Servicing Fee, the Master Servicing Fee and the Tax Matters Fee for such Distribution Date, in each case by Loan Group; (vii) the Pool Balance and the aggregate Principal Balances of the Mortgage Loans in each Loan Group as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) each Overcollateralization Amount, the Group I Required Overcollateralization Amount and the Group II Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Group I Cumulative Loss Event, a Group II Cumulative Loss Event, a Group I Delinquency Event or before twentya Group II Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the aggregate amount of Principal Prepayments received during the related Prepayment Period for each Loan Group; (xii) the amount of all Curtailments that were received during the Due Period for each Loan Group; (xiii) the principal portion of all Monthly Payments received during the Due Period for each Loan Group; (xiv) the interest portion of all Monthly Payments received on the Mortgage Loans during the Due Period for each Loan Group; (xv) the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date for each Loan Group; (xvi) the amount to be distributed to the Class P Certificates, Class BIO and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans and the weighted average Loan Rate as of the first day of the related Due Period for each Loan Group; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi) (as reported by the Servicer); (xix) the number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period for each Loan Group; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance for each Loan Group; (25xxi) for each Loan Group, as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth) for each Loan Group; (xxii) the amounts of Applied Realized Loss Amounts for each Loan Group for the applicable Due Period and the cumulative amount of Applied Realized Loss Amounts to date for each Loan Group; (xxiii) the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period (as reported by the Servicer) for each Loan Group; (xxiv) the amount of Net Rate Cap Carryover distributed to each Class of Offered Certificates, stating separately any amounts received from the Cap Provider with respect to the Group I Interest Rate Cap Agreement, and the amount of Net Rate Cap Carryover remaining for each such Class; and (xxv) the amount on deposit in the Net Rate Cap Fund, and the amounts of each deposit and withdrawal from such Account. The Securities Administrator shall make available such report to the Servicer, the Master Servicer, the Trustee, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date. The Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer or the Master Servicer. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. The Securities Administrator will make the Remittance Report (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders and the parties to this Agreement via the Securities Administrator’s internet website. The Securities Administrator’s internet website shall initially be located at “xxx.xxxxxxx.xxx”. Assistance in using the website can be obtained by calling the Securities Administrator’s customer service desk at (000) 000 0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Securities Administrator shall have the right to change the way Remittance Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Securities Administrator shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access the Securities Administrator’s internet website, the Securities Administrator may require registration and the acceptance of a disclaimer. The Securities Administrator will not be liable for the dissemination of information in accordance with this Agreement. The Securities Administrator shall also be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Remittance Report and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). (b) Within a reasonable period of time after the end of each calendar month year, the following items Securities Administrator shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Securities Administrator shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Securities Administrator to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning the Leased Property and TenantOn each Distribution Date, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and Administrator shall make available to the Exchange Act, including, but not limited Class R Certificateholders in the same manner as the Remittance Report is made available to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements all Certificateholders a copy of the reports forwarded to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term Holders of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Securities Administrator deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Securities Administrator shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Securities Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Tax Matters Persons and furnished to Certificateholders by the Securities Administrator or Tax Matters Person pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer, substantially the Master Servicer and the Securities Administrator shall furnish to the Depositor, the Seller, the Trustee and each Certificateholder (if requested in writing), during the form attached hereto term of this Agreement, such periodic, special or other reports or information for which the Securities Administrator has the necessary information to prepare such report and in a format acceptable to the Securities Administrator, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer, the Master Servicer and the Securities Administrator shall be entitled to be reimbursed by the Depositor, the Seller, the Trustee or such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer or the Master Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant (a) Not later than 5:00 p.m. one Business Day prior to each Payment Date, the Master Servicer shall furnish or cause make available to the Indenture Trustee and the Yield Maintenance Counterparty, and concurrently with each distribution to Securityholders, the Master Servicer shall make available to each Securityholder, the Seller, the Owner Trustee and each Rating Agency, a statement based solely on loan-level information provided to it by the Servicers (the "Payment Date Statement") as to the distributions to be furnished made or made, as applicable, on such Payment Date. Information in the following Payment Date Statement relating to Landlordor based on amounts available in the Yield Maintenance Account shall be based on information provided by the Yield Maintenance Counterparty regarding any required Net Yield Maintenance Payments to be made by the Issuer or any Net Yield Maintenance Amounts or Yield Maintenance Amounts required to be paid by the Yield Maintenance Counterparty for the related Payment Date pursuant to the Yield Maintenance Agreements. The Indenture Trustee shall confirm to the Master Servicer receipt of any Net Yield Maintenance Amounts or Yield Maintenance Amounts in the Yield Maintenance Account on the Business Day immediately preceding such Payment Date. The Payment Date Statement will include the following: (i) On or before twenty-five (25) days after the end aggregate amount of the payment to be made on such Payment Date to the Holders of each calendar month Class of Notes, to the following items as they pertain extent applicable, allocable to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses.principal; (ii) As the aggregate amount of the payment to CEOC:be made on such Payment Date to the Holders of each Class of Notes allocable to interest and the calculation thereof; (iii) the amount, if any, of any distribution to the Holders of the Trust Certificate; (A) the aggregate amount of any Monthly Advances required to be made by or on behalf of the Servicers (or the Master Servicer) with respect to such Payment Date, (B) the aggregate amount of such Monthly Advances actually made, and (C) the amount, if any, by which (A) above exceeds (B) above; (v) the total number of Mortgage Loans in the aggregate and the aggregate Scheduled Principal Balance in the aggregate and separately for each of the Three-Year, Five-Year, Seven-Year and Ten-Year Hybrid Mortgage Loans, in each case at the close of business at the end of the related Due Period and the Net Funds Cap for such Payment Date; (vi) the Class Principal Amount of each Class of Notes, to the extent applicable, as of such Payment Date after giving effect to payments allocated to principal reported under clause (i) above, separately identifying any reduction of any of the foregoing Note Principal Amounts due to Applied Loss Amounts; (vii) the amount of any Realized Losses incurred with respect to the Mortgage Loans (x) in the applicable Prepayment Period and (y) in the aggregate since the Cut-off Date; (viii) the amount of the Master Servicing Fees, Servicing Fees and Indenture Trustee Fees, if any, paid during the Due Period to which such distribution relates; (ix) the number and aggregate Scheduled Principal Balance of Mortgage Loans, (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and lossdelinquent 30 to 59 days on a contractual basis, (b) delinquent 60 to 89 days on a balance sheetcontractual basis, and statement of cash flows for CEOC(c) delinquent 90 or more days on a contractual basis, together with (1d) a report thereon by such Accountant which report shall be unqualified as to scope which foreclosure proceedings have been commenced in the month in which such Payment Date occurs, in each case as of audit the close of CEOC and its Subsidiaries and shall provide business on the last Business Day of the calendar month immediately preceding, (e) in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP bankruptcy and (Bf) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineare REO Properties; (bx) quarterly unaudited financial statementsthe aggregate Scheduled Principal Balance of any Mortgage Loans with respect to which the related Mortgaged Property became a REO Property as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Payment Date occurs; (xi) with respect to substitution of Mortgage Loans in the preceding calendar month, consisting the Scheduled Principal Balance of a statement of profit and loss, a balance sheeteach Deleted Mortgage Loan, and statement of cash flows for CEOCeach Qualified Substitute Mortgage Loan; (xii) the aggregate outstanding Deferred Amounts, together with a certificateCarryforward Interest, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred orBasis Risk Shortfalls and Unpaid Basis Risk Shortfalls, if a Tenant Event any, for each Class of Default has occurredNotes, specifying after giving effect to payments made on such Payment Date; (xiii) the nature and extent thereof and any corrective action taken or proposed Note Interest Rate applicable to be taken such Payment Date with respect thereto, to each Class of Notes; (xiv) the Interest Remittance Amount and the Principal Remittance Amount applicable to such Payment Date; (Bxv) certifying that the Monthly Excess Interest and Monthly Excess Cashflow for such Financial Statements fairly present, in all material respectsPayment Date; (xvi) the Overcollateralization Amount, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments Overcollateralization Deficiency, if any, the Principal Payment Amount and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadlineExtra Principal Payment Amount for such Payment Date; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (ixvii) the SEC under both level of LIBOR and any Net Yield Maintenance Payments being made by the Securities Act Issuer expressed as a dollar amount and as a per annum rate which reduced the Net Funds Cap and any Net Yield Maintenance Amounts and Yield Maintenance Amounts being paid by the Yield Maintenance Counterparty for such period and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during notional balances on each Yield Maintenance Agreement for such Payment Date. In the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause information furnished pursuant to subclauses (i), (ii) and (iii)vi) above, subject the amounts shall also be expressed as a dollar amount per $1,000 of original principal amount of Notes. The Master Servicer will make the Payment Date Statement (and, at its option, any additional files containing the same information in an alternative format) available each month to Section 23.1(cSecurityholders and the other parties to this Agreement via the Master Servicer's internet website. The Master Servicer's internet website shall initially be located at "www.ctslink.com." Assistance in using the website can be obtained by xxxxxxx xxx Xxster Servicer's customer service desk at (301) below. (iii) As 815-6600. Parties that are unable to ERI: (a) annual financial statements audited use the above distributiox xxxxxx xxx xntitled to have a paper copy mailed to them via first class mail by ERI’s Accountant calling the customer service desk and indicating such. The Master Servicer shall have the right to change the way such reports are distributed in accordance with GAAP covering order to make such Fiscal Year and containing statement of profit and loss, a balance sheetdistribution more convenient and/or more accessible to the parties, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and Master Servicer shall provide in substance that (a) timely and adequate notification to all parties regarding any such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline;change. (b) quarterly unaudited financial statements, consisting Within a reasonable period of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount of depreciation and Indenture Trustee shall, upon written request, furnish to each Person who at any improvements theretotime during the calendar year was a Securityholder, substantially if requested in the form attached hereto as Exhibit Dwriting by such Person, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as necessary to provide to such Person a statement containing aggregate payment information necessary to enable Holders of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge Securities to prepare their tax returns. Such obligation of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which Indenture Trustee shall be limited deemed to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and have been satisfied to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required substantially comparable information shall be prepared and furnished by the Indenture Trustee to file such Financial Statements with the SEC Securityholders pursuant to Legal Requirements or any requirements of the Code as are in force from time to time. (yc) include such On each Payment Date, the Master Servicer shall supply an electronic tape to Bloomberg Financial Statements Markets, Inc. in a format acceptable to Bloomberg Financial Markets, Inc. on a monthly basis, and shall supply an offering document if electronic tape to Loan Performance and Intex Solutions in a format acceptable to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with Loan Performance and Intex Solutions on a financing contemplated by and to the extent required by Section 23.2(b)monthly basis.

Statements. Tenant (a) No later than each Determination Date, the Servicer shall furnish or cause deliver to the Indenture Trustee by facsimile, the receipt and legibility of which shall be confirmed by telephone, and with hard copy thereof to be furnished delivered no later than one (1) Business Day after such Determination Date, the Servicer's Monthly Remittance Report, setting forth the date of such Report (day, month and year), the name of the Issuer (i.e. "DiTech Home Loan Owner Trust 1997-1"), the Series designation of the Notes (i.e. "Series 1997-1") and the date of this Agreement, all in substantially the form set out in Exhibit B hereto. Furthermore, no later than each Determination Date, the Servicer shall deliver to the Indenture Trustee a magnetic tape or computer disk providing such information regarding the Servicer's activities in servicing the Home Loans during the related Due Period as the Indenture Trustee may reasonably require. (b) On each Distribution Date, Indenture Trustee shall distribute, based on information provided by the Servicer, a monthly statement (the "Distribution Statement") to the Depositor, the Owner Trustee, the Securityholders and the Rating Agencies, stating the date of original issuance of the Notes (day, month and year), the name of the Issuer (i.e. "DiTech Home Loan Owner Trust 1997-1"), the Series designation of the Notes (i.e., "Series 1997-1"), the date of this Agreement and the following to Landlordinformation: (i) On the Available Collection Amount and Available Distribution Amount for the related Distribution Date; (ii) the Class Principal Balance of each Class of Notes before and after giving effect to distributions made to the holders of such Notes on such Distribution Date, and the Pool Principal Balance as of the first and last day of the related Due Period; (iii) the Class Factor with respect to each Class of the Notes then outstanding; (iv) the amount of principal, if any, and interest to be distributed to each Class of Notes on the related Distribution Date; (v) with respect to each Class of Notes, the Optimal Principal Balance thereof; (vi) the Overcollateralization Deficiency Amount, and any amount to be distributed to the Noteholders or before twentythe holders of the Residual Interest on such Distribution Date; (vii) the Servicing Compensation, the Indenture Trustee Fee, the Owner Trustee Fee and, the Custodian Fee, if any, for such Distribution Date; (viii) the Overcollateralization Amount on such Distribution Date, the Overcollateralization Target Amount as of such Distribution Date, the Net Loan Losses incurred during the related Due Period, the cumulative Net Loan Losses as of such Distribution Date, the Allocable Loss Amount for such Distribution Date and the application of the Allocable Loss Amount Priority for such Distribution Date; (ix) the weighted average maturity of the Home Loans and the weighted average Home Loan Interest Rate of the Home Loans; (x) certain performance information, including, without limitation, delinquency and foreclosure information with respect to the Home Loans and 60-five Day Delinquency Amounts (25as defined in the definition of "Six-Month Rolling Delinquency Average" in Section 1.01 hereof), as set forth in the Servicer's Monthly Remittance Report; (xi) the number of and aggregate Principal Balance of all Home Loans in foreclosure proceedings and the percent of the aggregate Principal Balances of such Home Loans to the aggregate Principal Balances of all Home Loans, all as of the close of business on the last day of the related Due Period; (xii) the number of and the aggregate Principal Balance of the Home Loans in bankruptcy proceedings and the percent of the aggregate Principal Balances of such Home Loans to the aggregate Principal Balances of all Home Loans, all as of the close of business on the last day of the related Due Period; (xiii) the number of Foreclosure Properties, the aggregate Principal Balance of the related Home Loans, the book value of such Foreclosure Properties and the percent of the aggregate Principal Balances of such Home Loans to the aggregate Principal Balances of all Home Loans, all as of the close of business on the last day of the related Due Period; (xiv) during the related Due Period (and cumulatively, from the Closing Date through the most current Due Period), the number and aggregate Principal Balance of Home Loans for each of the following: (A) that became Defaulted Home Loans, (B) that became Liquidated Home Loans, (C) that became Deleted Home Loans pursuant to Section 3.05 hereof as a result of such Deleted Home Loans being Defective Home Loans, and (D) that became Deleted Home loans pursuant to Section 3.05 hereof as a result of such Deleted Home Loans being Defaulted Home Loans or a Home Loan in default or imminent default, including the foregoing amounts by loan type (i.e., Combination Loans, or Debt Consolidation Loans); (xv) the scheduled principal payments and the principal prepayments received with respect to the Home Loans during the Due Period and the cumulative principal prepayment received since the Cut-off Date; (xvi) the number and aggregate Principal Balance of Home Loans that were 30, 60 or 90 days Delinquent as of the close of business on the last day of the related Due Period; and (xvii) the aggregate Principal Balance of each Loan which has become a Liquidated Loan since the Cut-Off Date, also expressed as a percentage Pool Principal Balance. In the case of information furnished to Securityholders pursuant to subclause (b)(iv) of this Section 6.01, the amounts shall be expressed as a dollar amount per Note with a $1,000 Denomination. All reports prepared by the Indenture Trustee of the withdrawals from and deposits into the Collection Account will be based in whole or in part upon the information provided to the Indenture Trustee by the Servicer, and the Indenture Trustee may fully rely upon and shall have no liability with respect to such information provided by the Servicer. (c) Within a reasonable period of time after the end of each calendar month year, the following items Indenture Trustee shall prepare and distribute to each Person that at any time during the calendar year was a Securityholder such information as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information is reasonably necessary and sufficient to fairly represent provide to such Person a statement containing the financial position and results information set forth in subclause (b)(iv) of operations of Tenant during this Section 6.01, aggregated for such calendar month, and containing year or applicable portion thereof during which such Person was a comparison of budgeted income and expenses and the actual income and expensesSecurityholder. (iid) As On each Distribution Date, the Indenture Trustee shall forward to CEOC: (a) annual financial statements audited by CEOC’s Accountant the holders of the Residual Interest Certificates a copy of the Distribution Statement in accordance with GAAP covering respect of such Fiscal Year Distribution Date and containing a statement setting forth the amounts actually distributed to such holders of profit and loss, a balance sheet, and statement of cash flows for CEOCthe Residual Interest Certificates on such Distribution Date, together with (1) a report thereon by such Accountant which report shall be unqualified other information as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer Indenture Trustee deems necessary or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vie) Within ten (10) Business Days a reasonable period of time after the end of each calendar monthyear, the Indenture Trustee shall prepare and distribute to each Person that at any time during the calendar year was a holder of Residual Interest Certificates, if requested in writing by such Person, a schedule statement containing any additions the information provided pursuant to the previous paragraph aggregated for such calendar year or retirements applicable portion thereof during which such Person was a holder of any fixed assets constituting Leased PropertyResidual Interest Certificates. (f) The Indenture Trustee shall forward to each Noteholder and each holder of a Residual Interest Certificate, describing during the term of this Agreement, such assets in summary formperiodic, their locationspecial or other reports, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial including information tax returns or reports required with respect to the Notes and the Residual Interest Certificates, as shall be necessary, reasonable, or appropriate with respect to the Noteholders or the holders of Residual Interest Certificates, or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information in the case of the Residual Interest Certificates to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions as the fixed asset methodology for propco-opco separation used as of the Commencement Date;Majority Residual Interestholders may reasonably require. (viig) Within three (3) Business Days of obtaining actual knowledge of Reports and computer tapes furnished by the occurrence Servicer and the Indenture Trustee pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document distributed except in connection with a financing contemplated by the purposes and requirements of this Agreement. No Person entitled to receive copies of such reports or tapes shall use the extent required by Section 23.2(b)information therein for the purpose of soliciting the customers of the Depositor or the Servicer or for any other purpose except as set forth in this Agreement.

Statements. Tenant (a) Not later than 1:00 p.m., New York time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish deliver to the Trustee by electronic means a computer file containing the loan level information necessary to permit the Trustee to calculate the information required by clauses (i) through (xxvi) below as of the end of the preceding Prepayment Period or cause Due Period, as applicable, and such other information as the Trustee shall reasonably require, and the Seller hereby agrees to provide the Trustee and the Servicer with an amended Prepayment Charge Schedule, if required, at such time. Not later than each Distribution Date the Trustee shall prepare a statement (the “Remittance Report”) containing the information set forth below with respect to such Distribution Date, which information shall be based solely upon the loan level information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification thereof: (i) On Available Funds and the Certificate Rate for each Class for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest paid as principal; (vi) the Servicing Fee and the Trustee Fee (including the separate amounts payable to each of the Trustee and its Custodian); (vii) the Pool Balance as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount I as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the aggregate amount of Principal Prepayments received during the related Prepayment Period; (xii) the amount of all Curtailments that were received during the Due Period; (xiii) the principal portion of all Monthly Payments received during the Due Period; (xiv) the interest portion of all Monthly Payments received on the Mortgage Loans during the Due Period; (xv) the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class P Certificates, Class BIO and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans and the weighted average Loan Rate as of the first day of the related Due Period; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi) (as reported by the Servicer); (xix) the number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) for the Distribution Dates in October 2003, the amount, if any, on deposit in the First Payment Loan Account; (xxiii) the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period (as reported by the Servicer); (xxiv) the amount of Net Rate Cap Carryover distributed to each Class of Offered Certificates (other than the Class A-IO Certificates), stating separately any amounts received from the cap provider with respect to the Interest Rate Cap Agreements, and the amount of Net Rate Cap Carryover remaining for each such Class; (xxv) the amount on deposit in the Net Rate Cap Fund, and the amounts of each deposit and withdrawal from such Account; and (xxvi) for each Pre-Funding Distribution Date, the remaining amount in the Pre-Funding Account. The Trustee shall make available such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1 original dollar amount as of the related Cut-Off Date. The Trustee will make the Remittance Report (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders and the parties to this Agreement via the Trustee’s internet website. The Trustee’s internet website shall initially be located at “xxx.xxxxxxx.xxx”. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (000) 000 0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way Remittance Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access the Trustee’s internet website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee will not be liable for the dissemination of information in accordance with this Agreement. The Trustee shall also be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Remittance Report and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited make available to balance sheets, income statements, and statements the Class R Certificateholders in the same manner as the Remittance Report is made available to all Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Tax Matters Perons and furnished to Certificateholders by the Trustee or Tax Matters Person pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to the Depositor, substantially the Seller and each Certificateholder (if requested in writing), during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant 8.4.1 Sunovion shall furnish submit statements to Urovant on a monthly basis for any Initial Co-Promotion Period Expenses, Reimbursed Co-Promotion Expenses, and CPC Approved Expenses incurred by or cause on behalf of Sunovion, solely to the extent there are any such expenses during the preceding month. The foregoing statements shall be furnished used to determine the following Payout Threshold. Sunovion shall use reasonable efforts to Landlord: provide an estimate to Urovant for any such Initial Co-Promotion Period Expenses, Reimbursed Co-Promotion Expenses, and CPC Approved Expenses by the third (i3rd) On or before twenty-five (25) days Business Day after the end of each calendar month the following items as they pertain to Tenant: applicable month. Urovant shall notify Sunovion in writing of any disputed statement within thirty (A30) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject monthdays of receipt of such statement, and the Parties will resolve such Dispute promptly and in good faith. If such Dispute is not resolved within thirty (B30) monthly and year-to-date operating statements prepared days of such Dispute notice, then either Party may refer such Dispute for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant resolution in accordance with GAAP covering Section 15.10. 8.4.2 During the Initial Co-Promotion Period, Urovant shall submit invoices to Sunovion on a monthly basis for any Urovant Expenses and CPC Approved Expenses incurred by or on behalf of Urovant, solely to the extent there are any such Fiscal Year expenses during the preceding month. Urovant shall use reasonable efforts to provide an estimate to Sunovion for any such Urovant Expenses and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed CPC Approved Expenses by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety third (903rd) days Business Day after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, applicable month. Sunovion shall notify Urovant in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord writing of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within disputed statement within ten (10) Business Days after the end days of each calendar month, a schedule containing any additions to or retirements receipt of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit Dinvoice, and the Parties will resolve such additional customary Dispute promptly and reasonable financial information with respect to in good faith. If such fixed assets constituting Leased Property as Dispute is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; not resolved within ten (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (5510) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as Dispute notice, then either Party may be reasonably possible), refer such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant Dispute for resolution in accordance with Section 22.3; 15.10. Sunovion shall pay Urovant the amount of each undisputed invoice within thirty (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (1530) days of the after receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant amounts reimbursed to Section 23.1(b)(iii) Urovant from foregoing invoices shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and used to determine the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Payout Threshold.

Statements. Tenant All reasonable determinations by Landlord pursuant to Section 6 shall furnish or cause be presumed to be furnished correct. Until Tenant is advised of the following adjustment in its obligation to Landlord: (i) On or before twenty-five (25) days after pay Shared Expenses, if any, pursuant to the end provisions of each calendar month the following items as they pertain Section 6.2, Tenant's monthly rental shall continue to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as paid at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and then current rent (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed including all prior adjustments thereto pursuant to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice . Upon written notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within not less than ten (10) Business Days after business days, Tenant shall have the end right to review Landlord's records and the documentation relied upon by Landlord relating to the computation of each Shared Expenses (including those attributable to the Base Year), which review shall occur at the location specified in Section 1.11(b). All Shared Expenses shall be computed on the actual basis. In computing Shared Expenses, no cost or expense may be accounted more than once, any expenses which are paid by the proceeds of insurance shall be excluded, and any expenses which are separately metered or billed directly to and separately paid by any other tenant shall be excluded. Tenant shall have the right to cause an audit to be made of Landlord's computation of Shared Expenses, at the location of the Corporate Office in Dallas, Texas, at Tenant's sole expense (except as otherwise further provided herein), not more frequently than once per calendar monthyear and not more than a single time as to any calendar year in the Lease Term. If Tenant retains an auditor to review Landlord's computation of Shared Expenses, the auditor must be a schedule containing certified public accountant or be employed with a certified public accounting firm licensed to do business in the State of Texas and shall not be compensated on a contingency fee basis. Tenant and its auditor shall not unreasonably interfere with the conduct of Landlord’s business. Tenant shall not be entitled to withhold or deduct any additions to portion of Base Rent or retirements Additional Rent during the pendency of any fixed assets constituting Leased Propertysuch audit. Landlord shall cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. If such certification by the accountant indicates that the total amount of Shared Expenses set forth in the Landlord's Statement were overstated by more than five percent (5%), describing then the actual, documented and commercially reasonable cost of the accountant and such assets certification shall be paid for by Landlord not to exceed, in summary form, their location, historical costthe aggregate, the amount of depreciation $10,000. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Landlord shall not be liable for the payment of any contingency fee payments to any auditor or consultant of Tenant. Any errors disclosed by such audit shall be promptly corrected, provided that Landlord shall have the right at its sole cost and any improvements theretoexpense to cause another independent audit to be made of such computations, substantially and in the form attached event of a disagreement between the auditors, the parties agree that binding arbitration shall constitute the exclusive remedy for settlement of any such dispute. If either Landlord or Tenant desires to exercise its right to seek arbitration pursuant to this Section 6.3, the parties hereto as Exhibit D, and such additional customary and reasonable financial information with respect shall submit the matter to binding arbitration before a retired judge under the auspices of JAMS (or any successor to such fixed assets constituting Leased Property as is reasonably requested by Landlordorganization) in Dallas, it being understood that Tenant may classify any asset additions in accordance with Texas, according to the fixed asset methodology for propco-opco separation used as then rules of commercial arbitration of such organization. The decision of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge arbitrator shall be conclusive, final and binding upon Landlord and Tenant. Judgment upon the decision of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as arbitrator may be required by entered in any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary court of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) abovecompetent jurisdiction. The Financial Statements provided pursuant to Section 23.1(b)(iiicost of such arbitration (including reasonable attorneys' fees incurred therein) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to borne by the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with losing party as determined by the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)arbitrator.

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord: (i) On Within ninety (90) days after the end of Tenant’s Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2022): (x) Tenant’s Parent’s Financial Statements; (y) a certificate, executed by a Responsible Officer of the Tenant’s Parent (a) certifying that no default has occurred under this Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or before twentyproposed to be taken with respect thereto and (b) setting forth the calculation of the financial covenant set forth in Section 23.3(a) hereof in reasonable detail as of such Fiscal Year (commencing with the Fiscal Year ending [ ● ]4); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be without a going concern or similar qualification or exception as to scope (other 4 NTD: To be the first Fiscal Year ending on or after the last day of the fourth full fiscal quarter ending after the Commencement Date. than any going concern or similar qualification or exception related to (i) an upcoming maturity date within twelve (12) months under any Indebtedness or any projected financial performance in such twelve month period, (ii) any prospective or actual default of any financial covenant or event of default under Section 23.3(a) hereof or any Indebtedness or (iii) an Unavoidable Delay and/or a Discretionary Closure); (ii) Within forty-five (2545) days after the end of each calendar month of the following items as they pertain to first three (3) fiscal quarters of the Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Parent’s Fiscal Year and containing statement of profit and loss(commencing with the fiscal quarter ending [ ● ]5, 2022), a balance sheet, and statement copy of cash flows Tenant’s Parent’s Financial Statements for CEOCsuch period, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer a Responsible Officer of CEOC Tenant’s Parent (i) certifying that no Tenant Event of Default default has occurred or, if such a Tenant Event of Default default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all (ii) setting forth the calculation of which shall be provided within ninety (90the financial covenant set forth in Section 23.3(a) days after the end hereof in reasonable detail as of each Fiscal Year such fiscal quarter (commencing with the Fiscal Year fiscal quarter ending December 31, 2017[ ● ]6) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (Biii) certifying that such Financial Statements fairly present, in all material respects, the financial position condition and results of operations of CEOC Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below.; (iii) As Tenant will furnish to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided Landlord annually within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after following the end of each Fiscal Year, the Annual Certificate; (iv) Within forty-five (45) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a statement of Net Revenue with respect to quarterly operating report in substantially the Facility with respect to such Fiscal Year (subject to the additional requirements form attached hereto as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder);Exhibit G. (v) Prompt Notice to Landlord of any action, proposal action or investigation by any agency or entity, or complaint to such agency or entity entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenantmodify, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property whichand such revocation, in any case under this clause (y) (individually suspension, termination, modification, failure to renew or collectively), continuation would reasonably be reasonably expected to cause have a material adverse effect on Tenant Tenant, the Facility, or on the Leased Property, in respect of the Facility (andeach case, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities)taken as a whole; (vi) Within ten As soon as it is prepared and in no event later than ninety (1090) Business Days days after the end of each calendar monthFiscal Year, a schedule containing any additions to or retirements of any fixed assets constituting Leased Propertycapital and operating budget, describing such assets including projections by fiscal quarter, for the Facility for the Fiscal Year in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as which it is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date;delivered; and (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, Concurrently with the giving of notice or the passage of time would ripen into a Tenant Event of Default Financial Statements delivered pursuant to Section 23.1(b)(i) and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the FacilitySection 23.1(b)(ii), a written notice to Landlord regarding the same, which notice shall include report containing a reasonably detailed description of any material Capital Improvements and other material capital expenditures 5 NTD: To be the Tenant Event of Default (or such facts or circumstances) and first fiscal quarter ending after the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Commencement Date.

Statements. Tenant (a) Not later than 1:00 p.m., New York time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish deliver to the Trustee by electronic means and to the Certificate Insurer via e-mail at [____________], a computer file containing the loan level information necessary to permit the Trustee to calculate the information required by clauses (i) through (xxvii) below as of the end of the preceding Prepayment Period or cause Due Period, as applicable, and such other information as the Trustee shall reasonably require. Not later than each Distribution Date the Trustee shall prepare a statement (the "Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the loan level information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification thereof: (i) On Available Funds and each Class' Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest paid as principal; (vi) the Servicing Fee, the Premium Amount and the Reimbursement Amount; (vii) the Pool Balance as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the number and Principal Balances of all Mortgage Loans that were the subject of Principal Prepayments during the Due Period; (xii) the amount of all Curtailments that were received during the Due Period; (xiii) the principal portion of all Monthly Payments received during the Due Period; (xiv) the interest portion of all Monthly Payments received on the Mortgage Loans during the Due Period; (xv) the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class BIO and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans and the weighted average Loan Rate as of the first day of the month prior to the Distribution Date; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) the number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) [Reserved]; (xxiii) the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period; (xxiv) the amount of Net Rate Cap Carryover distributed to each Class of Offered Certificates, other than the Class IO Certificates, and the amount of Net Rate Cap Carryover remaining for each such Class; (xxv) for each Pre-Funding Distribution Date, the amount in the Initial Interest Coverage Account; (xxvi) for each Pre-Funding Distribution Date, the remaining amount in the Pre-Funding Account; and (xxvii) the amount of the Insured Payments, if any, to be made on such Distribution Date. The Trustee shall make available such report to the Servicer, the Seller, the Certificate Insurer, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date; provided, however, that the Trustee shall remove from the report the Premium Amount to be paid to the Certificate Insurer prior to the submission to Bloomberg and Intex Solutions. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. To the extent that there are inconsistencies between the telecopy of the Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information is reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during provide to such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of Person a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by containing the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, information set forth in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and subclauses (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, aggregated for such calendar year or applicable portion thereof during which reconciliation shows how such Person was a Certificateholder. Such obligation of the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) Trustee shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and deemed to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and have been satisfied to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required substantially comparable information shall be prepared and furnished by the Trustee to file such Financial Statements with the SEC Certificateholders pursuant to Legal Requirements or any requirements of the Code as are in force from time to time. (yc) include such Financial Statements in an offering document if and On each Distribution Date, the Trustee shall forward to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with Class R Certificateholders a financing contemplated by and copy of the reports forwarded to the extent required by Section 23.2(b)Holders of the Regular Certificates in respect of such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as the Trustee deems necessary or appropriate.

Statements. Tenant (a) Not later than 12:00 noon, New York time, on each Determination Date, the Master Servicer shall furnish deliver to the Trustee a computer tape (or cause such other report in a form and format mutually agreeable to be furnished the following Master Servicer and the Trustee) as to Landlordeach Mortgage Loan as of the end of the preceding Due Period and such other information as the Trustee shall reasonably require. Not later than 12:00 noon, New York time, on the Distribution Date, the Trustee shall make available to the Master Servicer, the Seller, the Certificate Insurer and the Cap Provider, by telecopy or electronically (as provided below), a statement (the "Trustee's Remittance Report") (based solely on the information contained on the computer tape upon which the Trustee may conclusively rely) containing the information set forth below with respect to such Distribution Date: (i) On or before twenty-five (25) days after the end of The Available Funds for each calendar month the following items as they pertain to Tenant: (A) an occupancy report Certificate Group and each Class' Certificate Rate for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses.related Distribution Date; (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement The Class Principal Balance of profit and losseach Class, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated Pool Principal Balance and the results Loan Group Principal Balance of their operations and cash flow for the periods indicated Mortgage Loans in conformity with GAAP and (B) that each Loan Group as reported in the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred prior Trustee's Remittance Report or, if a Tenant Event of Default has occurred, specifying in the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each case of the first three (3) Fiscal Quarters Determination Date, the Original Class Certificate Principal Balance of each Fiscal Year (commencing with Class, the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10Cut-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act Off Date Pool Principal Balance and the Exchange Act, including, but not limited to 10Cut-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during Off Date Loan Group Principal Balance of the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, Mortgage Loans in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below.Loan Group; (iii) As The aggregate amount of collections received on the Mortgage Loans on or prior to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Determination Date in respect of Landlord REIT’s qualification as a REIT) the preceding Due Period, separately stating the amounts received in respect of principal and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) belowinterest; (iv) As soon as it is prepared The number and in no event later than sixty (60) days after Principal Balances of all Mortgage Loans that were the end subject of each Fiscal Year, a statement of Net Revenue with respect to Principal Prepayments during the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder)Due Period; (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use The amount of all or any portion of Curtailments that were received during the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities)Due Period; (vi) Within ten (10) Business Days after The principal portion of all Monthly Payments received during the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement DateDue Period; (vii) Within three (3) Business Days The interest portion of obtaining actual knowledge of all Monthly Payments received on the occurrence of a Tenant Event of Default (or of Mortgage Loans during the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances)Due Period; (viii) Such additional customary and reasonable financial information related The amount required to be paid by the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements Seller or Master Servicer (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required reported separately) pursuant to the Fee Mortgage DocumentsSections 2.03, within the applicable timeframes required thereunder2.06 or 3.01(f), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as amount of the Monthly Advances and when required pursuant the Compensating Interest Payment to Section 4.3be made with respect to such Distribution Date; (x) The Annual Capital Budget as Class A Principal Distribution for each Certificate Group for the related Distribution Date, the Class Interest Distribution for the related Distribution Date to be distributed on each Class of Class A Certificates and when required in Section 10.5Class X Certificates and any Net Funds Cap Carryover Amounts to be distributed on the Group 2 Certificates on the related Distribution Date; (xi) The monthly revenue amount, if any, of the outstanding Class Interest Carryover Shortfall and Capital Expenditure reporting required pursuant Class A Principal Shortfall Amount for each Class after giving effect to Section 10.5(b)the distributions on the related Distribution Date; (xii) Together with The Cap Contract Distributions and the monthly reporting required pursuant to Supplemental Interest Distributions owed, if any, on the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facilityrelated Distribution Date; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement The amount of the Fiscal Year Insured Payments, if any, to which such operating budget relatesbe made on the related Distribution Date; (xiv) Within five (5) Business Days after request (or as soon thereafter as may The amount to be reasonably possible), such further detailed information reasonably available distributed to Tenant with respect to Tenant as may be reasonably requested by Landlordthe Class R Certificateholders for the related Distribution Date; (xv) The quarterly reporting in respect of Bookings required pursuant Class Principal Balance for each Class after giving effect to Section 22.7 of this Leasethe distribution to be made on the related Distribution Date; (xvi) The reporting/copies weighted average remaining term to maturity of Subleases made by Tenant the Mortgage Loans in accordance with Section 22.3each Loan Group and the weighted average Loan Rate in each Loan Group; (xvii) Any notices or reporting required pursuant The Master Servicing Fee to Article XXXII hereof or otherwise pursuant be paid to any other provision of this Lease; andthe Master Servicer; (xviii) The monthly reporting required aggregate Premium Amount to be paid to the Certificate Insurer pursuant to Section 4.1 hereof5.01; (xix) Semi-annual property-level betting & gaming revenue information received The amount of all payments or reimbursements to the Master Servicer pursuant to Section 10.2 3.03; (xx) The Pool Factor for each Class of Class A Certificates using the balances in subclause (xiv) above, computed to six (6) decimal places; (xxi) The Base Spread Account Requirement for each Loan Group on the related Distribution Date and the amount on deposit therein for each Loan Group after giving effect to withdrawals therefrom on such Distribution Date; (xxii) The number of Mortgage Loans outstanding at the beginning and at the end of the MTSA by Tenantrelated Due Period; (xxiii) The Pool Principal Balance and the Loan Group Principal Balance for each Loan Group, ERI each as of the end of the Due Period related to such Distribution Date; (xxiv) Separately stated for each Loan Group, the number and aggregate Principal Balances of Mortgage Loans (w) as to which the Monthly Payment is delinquent for 30-59 days, 60-89 days and 90 or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereundermore days, respectively, (x) that have become REO Properties, in each case within fifteen (15) days as of the receipt thereofend of the preceding Due Period, (y) that are in foreclosure and (z) the Mortgagor of which is the subject of any bankruptcy or insolvency proceeding; (xxv) The unpaid principal amount of all Mortgage Loans that became Liquidated Mortgage Loans during such Due Period; (xxvi) The Net Liquidation Proceeds received during such Due Period; (xxvii) The book value (within the meaning of 12 C.F.R.ss. 571.13 or comparable provision) of any real estate acquxxxx xxxough foreclosure or grant of a deed in lieu of foreclosure; (xxviii) For so long as the Master Servicer is the Seller, the Rating Agencies' ratings of the long-term unsecured debt of the Seller (to the extent such information is provided to the Trustee by the Certificate Insurer or the Master Servicer); (xxix) Cumulative Net Losses and the Ninety Day+ Rolling Average as of such Distribution Date; and (xxxxx) On an annual basis, a detailed reconciliation Such other information as is required by the Code and regulations thereunder to be made available to Holders of the financial Class A Certificates. The Trustee shall make available such report to the Master Servicer, the Seller, the Certificate Insurer, the Certificateholders, the Rating Agencies, Bloomberg (at 499 Park Avenue, New York, New York 10022, Attention: Mike Geller) xxx Xxxxx Xxxxxxxxx (xx 00 Xxxxxxxx Xxxcle, Needham, Xxxxxxxxxxtts 02144, Attention: Haroxx Xxxxxxxx) xx xxx xxxxxxx Xxxxxxxxxxxx Xxxx; xrovided, howexxx, xxx xxxxxxs specified in subclause (xviii) shall be deleted from all reports sent to Bloomberg or Intex Solutions. The Trustee may fully rely upon and shall have no liability with respect to information being provided to Landlord by the Master Servicer. In the case of information furnished pursuant to clause subclauses (xix) above ii), (the “WH Net Revenue”xii) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (ivxvii) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) amounts shall be prepared expressed in compliance with applicable federal securities laws, including Regulation Sa separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Off Date.

Statements. Tenant (a) On each Determination Date, the Servicer shall furnish or cause deliver to the Indenture Trustee and the Initial Noteholder by facsimile, the receipt and legibility of which shall be confirmed by telephone, and with hard copy thereof to be furnished delivered no later than one (1) Business Day after such Determination Date, the following Servicer's Remittance Report, setting forth the date of such Report (day, month and year), the name of the Issuer (i.e., "FFCA Franchise Loan Owner Trust 1998-1"), the Series designation of the Notes (i.e., "Series 1998-1") and the date of this Agreement, all in substantially the form set out in Exhibit B hereto. Furthermore, on each Determination Date, the Servicer shall deliver to Landlordthe Indenture Trustee and the Initial Noteholder a magnetic tape or computer disk providing, with respect to each Loan in the Loan Pool as of such Determination Date: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. Loan Originator's internal loan identifying number; (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering if such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor Loan is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respectsan Adjustable Rate Loan, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadlinecurrent Loan Interest Rate; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency the current Principal Balance with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject respect to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadlineLoan; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it the date of the last Monthly Payment paid in full; (v) the current Fixed Charge Coverage Ratio (if updated from information provided in the Loan Schedule); (vi) a flag indicating whether the figure listed in item (v) is prepared and in no event later than sixty (60) days after the end a calculation of each Fiscal Year, a statement of Net Revenue Fixed Charge Coverage Ratio with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant single unit or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, aggregate; and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial other information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord;the Majority Noteholders. (xvi) The quarterly reporting in respect On any Business Day, upon the request of Bookings required pursuant to Section 22.7 the Initial Noteholder, the Servicer shall prepare and provide a statement setting forth the following information as of this Lease;the close of business on the prior Business Day: (xvia) The reporting/copies for each Loan with respect to which a Servicing Advance or Periodic Advance is outstanding, (i) the aggregate amount of Subleases made by Tenant in accordance with Section 22.3; Servicing Advances outstanding, (xviiii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision the aggregate amount of this LeasePeriodic Advances outstanding and (iii) the outstanding Principal Balance of such Loan; and (xviiib) The monthly reporting required pursuant the Pool Principal Balance. (ii) On each Determination Date, the Servicer shall prepare and provide to Section 4.1 hereofthe Indenture Trustee for distribution to the Issuer, the Initial Noteholder and each Certificateholder, a statement (the "PAYMENT STATEMENT"), stating each date of a purchase of Additional Note Principal Balance (day, month and year), the name of the Issuer (i.e., "FFCA Franchise Loan Owner Trust 1998-1"), the Series designation of the Notes (i.e., "Series 1998-1"), the date of this Agreement and the following information: (a) the aggregate amount of collections in respect of principal of the Loans received by the Servicer during the preceding Due Period; (xixb) Semi-annual property-level betting & gaming revenue information the aggregate amount of collections in respect of interest on the Loans received by the Servicer during the preceding Due Period; (c) all Insurance Proceeds received by the Servicer and not required to be applied to restoration or repair of the related Loan Collateral during the preceding Due Period; (d) all Net Liquidation Proceeds deposited by the Servicer into the Collection Account during the preceding Due Period; (e) all Released Loan Collateral Proceeds deposited by the Servicer into the Collection Account during the preceding Due Period; (f) the aggregate amount of all Periodic Advances and all Servicing Advances, set forth separately, made by the Servicer during the preceding Due Period; (g) the aggregate of all amounts deposited into the Collection Account in respect of the repurchase of Defective Loans and the repurchase of Loans pursuant to Section 10.2 of SECTION 2.05 hereof during the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; andpreceding Due Period; (xxh) On an annual basis, the aggregate Principal Balance of all Loans for which a detailed reconciliation Servicer Call was exercised during the preceding Due Period; (i) the aggregate Principal Balance of all Loans for which a Loan Originator Put was exercised during the financial information being provided to Landlord pursuant to clause preceding Due Period; (xixj) above (the “WH Net Revenue”) and aggregate amount of all payments received under Hedging Instruments during the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).preceding Due Period;

Statements. Tenant (a) Not later than 5:00 p.m. one Business Day prior to each Payment Date, the Master Servicer shall furnish or cause make available to the Indenture Trustee and the Yield Maintenance Counterparty, and concurrently with each distribution to Securityholders, the Master Servicer shall make available to each Securityholder, the Seller, the Owner Trustee and each Rating Agency, a statement based solely on loan-level information provided to it by the Servicers (the “Payment Date Statement”) as to the distributions to be furnished made or made, as applicable, on such Payment Date. Information in the following Payment Date Statement relating to Landlordor based on amounts available in the Yield Maintenance Account shall be based on information provided by the Yield Maintenance Counterparty regarding any required Net Yield Maintenance Payments to be made by the Issuer or any Net Yield Maintenance Amounts or Yield Maintenance Amounts required to be paid by the Yield Maintenance Counterparty for the related Payment Date pursuant to the Yield Maintenance Agreements. The Indenture Trustee shall confirm to the Master Servicer receipt of any Net Yield Maintenance Amounts or Yield Maintenance Amounts in the Yield Maintenance Account on the Business Day immediately preceding such Payment Date. The Payment Date Statement will include the following: (i) On or before twenty-five (25) days after the end aggregate amount of the payment to be made on such Payment Date to the Holders of each calendar month Class of Notes, to the following items as they pertain extent applicable, allocable to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses.principal; (ii) As the aggregate amount of the payment to CEOC:be made on such Payment Date to the Holders of each Class of Notes allocable to interest and the calculation thereof; (iii) the amount, if any, of any distribution to the Holders of the Trust Certificate; (A) the aggregate amount of any Monthly Advances required to be made by or on behalf of the Servicers (or the Master Servicer) with respect to such Payment Date, (B) the aggregate amount of such Monthly Advances actually made, and (C) the amount, if any, by which (A) above exceeds (B) above; (v) the total number of Mortgage Loans in the aggregate and the aggregate Scheduled Principal Balance in the aggregate and separately for each of the Three-Year, Five-Year, Seven-Year and Ten-Year Hybrid Mortgage Loans, in each case at the close of business at the end of the related Due Period and the Net Funds Cap for such Payment Date; (vi) the Class Principal Amount of each Class of Notes, to the extent applicable, as of such Payment Date after giving effect to payments allocated to principal reported under clause (i) above, separately identifying any reduction of any of the foregoing Note Principal Amounts due to Applied Loss Amounts; (vii) the amount of any Realized Losses incurred with respect to the Mortgage Loans (x) in the applicable Prepayment Period and (y) in the aggregate since the Cut-off Date; (viii) the amount of the Master Servicing Fees, Servicing Fees and Indenture Trustee Fees, if any, paid during the Due Period to which such distribution relates; (ix) the number and aggregate Scheduled Principal Balance of Mortgage Loans, (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and lossdelinquent 30 to 59 days on a contractual basis, (b) delinquent 60 to 89 days on a balance sheetcontractual basis, and statement of cash flows for CEOC(c) delinquent 90 or more days on a contractual basis, together with (1d) a report thereon by such Accountant which report shall be unqualified as to scope which foreclosure proceedings have been commenced in the month in which such Payment Date occurs, in each case as of audit the close of CEOC and its Subsidiaries and shall provide business on the last Business Day of the calendar month immediately preceding, (e) in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP bankruptcy and (Bf) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineare REO Properties; (bx) quarterly unaudited financial statementsthe aggregate Scheduled Principal Balance of any Mortgage Loans with respect to which the related Mortgaged Property became a REO Property as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Payment Date occurs; (xi) with respect to substitution of Mortgage Loans in the preceding calendar month, consisting the Scheduled Principal Balance of a statement of profit and loss, a balance sheeteach Deleted Mortgage Loan, and statement of cash flows for CEOCeach Qualified Substitute Mortgage Loan; (xii) the aggregate outstanding Deferred Amounts, together with a certificateCarryforward Interest, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred orBasis Risk Shortfalls and Unpaid Basis Risk Shortfalls, if a Tenant Event any, for each Class of Default has occurredNotes, specifying after giving effect to payments made on such Payment Date; (xiii) the nature and extent thereof and any corrective action taken or proposed Note Interest Rate applicable to be taken such Payment Date with respect thereto, to each Class of Notes; (xiv) the Interest Remittance Amount and the Principal Remittance Amount applicable to such Payment Date; (Bxv) certifying that the Monthly Excess Interest and Monthly Excess Cashflow for such Financial Statements fairly present, in all material respectsPayment Date; (xvi) the Overcollateralization Amount, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments Overcollateralization Deficiency, if any, the Principal Payment Amount and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadlineExtra Principal Payment Amount for such Payment Date; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (ixvii) the SEC under both level of LIBOR and any Net Yield Maintenance Payments being made by the Securities Act Issuer expressed as a dollar amount and as a per annum rate which reduced the Net Funds Cap and any Net Yield Maintenance Amounts and Yield Maintenance Amounts being paid by the Yield Maintenance Counterparty for such period and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during notional balances on each Yield Maintenance Agreement for such Payment Date. In the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause information furnished pursuant to subclauses (i), (ii) and (iii)vi) above, subject the amounts shall also be expressed as a dollar amount per $1,000 of original principal amount of Notes. The Master Servicer will make the Payment Date Statement (and, at its option, any additional files containing the same information in an alternative format) available each month to Section 23.1(cSecurityholders and the other parties to this Agreement via the Master Servicer’s internet website. The Master Servicer’s internet website shall initially be located at “xxx.xxxxxxx.xxx.” Assistance in using the website can be obtained by calling the Master Servicer’s customer service desk at (000) below. (iii) As 000-0000. Parties that are unable to ERI: (a) annual financial statements audited use the above distribution option are entitled to have a paper copy mailed to them via first class mail by ERI’s Accountant calling the customer service desk and indicating such. The Master Servicer shall have the right to change the way such reports are distributed in accordance with GAAP covering order to make such Fiscal Year and containing statement of profit and loss, a balance sheetdistribution more convenient and/or more accessible to the parties, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and Master Servicer shall provide in substance that (a) timely and adequate notification to all parties regarding any such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline;change. (b) quarterly unaudited financial statements, consisting Within a reasonable period of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount of depreciation and Indenture Trustee shall, upon written request, furnish to each Person who at any improvements theretotime during the calendar year was a Securityholder, substantially if requested in the form attached hereto as Exhibit Dwriting by such Person, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as necessary to provide to such Person a statement containing aggregate payment information necessary to enable Holders of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge Securities to prepare their tax returns. Such obligation of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which Indenture Trustee shall be limited deemed to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and have been satisfied to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required substantially comparable information shall be prepared and furnished by the Indenture Trustee to file such Financial Statements with the SEC Securityholders pursuant to Legal Requirements or any requirements of the Code as are in force from time to time. (yc) include such On each Payment Date, the Master Servicer shall supply an electronic tape to Bloomberg Financial Statements Markets, Inc. in a format acceptable to Bloomberg Financial Markets, Inc. on a monthly basis, and shall supply an offering document if electronic tape to Loan Performance and Intex Solutions in a format acceptable to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with Loan Performance and Intex Solutions on a financing contemplated by and to the extent required by Section 23.2(b)monthly basis.

Statements. Tenant (a) Not later than 1:00 p.m., New York time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish deliver to the Trustee by electronic means and to the Certificate Insurer via e-mail at xxxxxxxx@xxx.xxx, a computer file containing the loan level information necessary to permit the Trustee to calculate the information required by clauses (i) through (xxvii) below as of the end of the preceding Prepayment Period or cause Due Period, as applicable, and such other information as the Trustee shall reasonably require. Not later than each Distribution Date the Trustee shall prepare a statement (the "Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the loan level information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification thereof: (i) On Available Funds and each Class' Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest paid as principal; (vi) the Servicing Fee, the Premium Amount and the Reimbursement Amount; (vii) the Pool Balance as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the number and Principal Balances of all Mortgage Loans that were the subject of Principal Prepayments during the Due Period; (xii) the amount of all Curtailments that were received during the Due Period; (xiii) the principal portion of all Monthly Payments received during the Due Period; (xiv) the interest portion of all Monthly Payments received on the Mortgage Loans during the Due Period; (xv) the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class BIO and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans and the weighted average Loan Rate as of the first day of the month prior to the Distribution Date; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) the number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) [Reserved]; (xxiii) the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period; (xxiv) the amount of Net Rate Cap Carryover distributed to each Class of Offered Certificates, other than the Class IO Certificates, and the amount of Net Rate Cap Carryover remaining for each such Class; (xxv) for each Pre-Funding Distribution Date, the amount in the Initial Interest Coverage Account; (xxvi) for each Pre-Funding Distribution Date, the remaining amount in the Pre-Funding Account; and (xxvii) the amount of the Insured Payments, if any, to be made on such Distribution Date. The Trustee shall make available such report to the Servicer, the Seller, the Certificate Insurer, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date; provided, however, that the Trustee shall remove from the report the Premium Amount to be paid to the Certificate Insurer prior to the submission to Bloomberg and Intex Solutions. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. To the extent that there are inconsistencies between the telecopy of the Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. The Trustee will make the Remittance Report (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, and the parties to this Agreement via the Trustee's internet website. The Trustee's internet website shall initially be located at "xxx.xxxxxxx.xxx". Assistance in using the website can be obtained by calling the Trustee's customer service desk at (000) 000-0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way Remittance Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access the Trustee's internet website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee will not be liable for the dissemination of information in accordance with this Agreement. The Trustee shall also be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Remittance Report and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information is reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during provide to such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of Person a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by containing the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, information set forth in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and subclauses (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, aggregated for such calendar year or applicable portion thereof during which reconciliation shows how such Person was a Certificateholder. Such obligation of the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) Trustee shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and deemed to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and have been satisfied to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required substantially comparable information shall be prepared and furnished by the Trustee to file such Financial Statements with the SEC Certificateholders pursuant to Legal Requirements or any requirements of the Code as are in force from time to time. (yc) include such Financial Statements in an offering document if and On each Distribution Date, the Trustee shall forward to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with Class R Certificateholders a financing contemplated by and copy of the reports forwarded to the extent required by Section 23.2(b)Holders of the Regular Certificates in respect of such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as the Trustee deems necessary or appropriate.

Statements. Tenant (a) No later than each Determination Date, the Servicer shall furnish or cause deliver to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses Indenture Trustee and the actual income Securities Insurer a magnetic tape or computer disk providing such information regarding the Servicer's activities in servicing the Home Loans during the related Due Period as the Indenture Trustee and expensesthe Securities Insurer may reasonably require. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon Subject to the modification of the Servicer's Monthly Statement by such Accountant which report shall be unqualified as to scope the Servicer with the prior written consent of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated Securities Insurer and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificateIndenture Trustee, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days before each Distribution Date, the Servicer shall prepare and the Indenture Trustee shall distribute a monthly statement (the "Servicer's Monthly Statement") to the Seller, the Securityholders, the Securities Insurer and the Rating Agencies, stating the date of obtaining actual knowledge original issuance of the occurrence of a Tenant Event of Default Securities (or day, month and year), the name of the occurrence of any facts or circumstances which, with Issuer (i.e. "FIRSTPLUS (i) the giving of notice or Available Collection Amount and Required Distribution Amount for the passage of time would ripen into a Tenant Event of Default and that related Distribution Date; (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of ii) the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall takeamount, if any, on deposit in the Pre-Funding Account and the Capitalized Interest Account on such Distribution Date; (iii) the Class Principal Balance of each Class of Notes, the Certificate Principal Balance of the Certificates, and the Pool Principal Balance (including, until the Funding Period ends, the amount remaining in the Pre-Funding Account and the Capitalized Interest Account as of such Distribution Date) as of the first day of the related Due Period and after giving effect to remedy distributions made to the holders of such Tenant Event Securities on such Distribution Date; (iv) the Class Pool Factor with respect to each Class of Default Notes then outstanding and the Certificate Pool Factor with respect to the Certificates then outstanding; (v) the amount of principal and interest received on the Home Loans during the related Due Period; (vi) the Noteholders' Distributable Amount and the Certificateholders' Distributable Amount; (vii) the amount, if any, of the Excess Overcollateralization Amount and, if applicable, the Overcollateralization Reduction Amount or any other amount to be distributed to the Securityholders or the holders of the Residual Interest on such facts or circumstances)Distribution Date; (viii) Such additional customary the Servicing Compensation, the Indenture Trustee Fee, the Owner Trustee Fee and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3Guaranty Insurance Premium for such Distribution Date; (ix) The compliance certificatesthe Overcollateralization Amount on such Distribution Date, the Required Overcollateralization Amount as of such Distribution Date, the Net Loan Losses incurred during the related Due Period and when required pursuant to Section 4.3the cumulative Net Loan Losses as of such Distribution Date; (x) The Annual Capital Budget as the Reserve Account Requirement and when required the amount remaining on deposit in Section 10.5the Reserve Account on such Distribution Date after giving effect to the distributions made to Securityholders on such Distribution Date; (xi) The monthly revenue the weighted average maturity of the Home Loans and Capital Expenditure reporting required pursuant to Section 10.5(b); the weighted average Home Loan Interest Rate of the Home Loans; 80 (xii) Together with the monthly reporting required pursuant to the preceding clause (xi)certain performance information, an updated rent roll including delinquency and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed foreclosure information reasonably available to Tenant with respect to Tenant the Home Loans, as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained set forth in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).Servicer's Monthly Remittance Report;

Statements. Tenant shall furnish Custodian will send Client at the address shown in Custodian’s records for Client periodic statements listing all Assets and showing all cash receipts and disbursements for the Account. These statements will present current market prices obtained by Custodian from one or cause more third party pricing services selected by Custodian in the usual course of its business. When adequate pricing for any security or securities is not readily available to Custodian from any of such third party pricing service providers, Custodian will not be furnished required to provide current market prices for those securities. Custodian will not be liable for any loss, whether direct or indirect, including consequential damages, which may occur from any inaccuracies in market pricing information. Unless Client indicates otherwise on Schedule I, Client agrees that such statements are in lieu of any further notification that Custodian would otherwise be required to give Client under Regulation H of the following Board of Governors of the Federal Reserve System. Under Regulation H, Client would be entitled to Landlord: (i) On notification from Custodian, at no additional cost, concerning each purchase and sale for the Account at or before twenty-five (25) days the completion of the transaction, or if a broker is used, within one business day after receipt of the end of each calendar month broker’s confirmation. Custodian shall provide Client, at such times as Client may reasonably require, with reports by independent public accountants on the following items as they pertain to Tenant: (A) an occupancy report accounting system, internal accounting control and procedures for the subject monthsafeguarding securities, including an average daily rate securities deposited and/or maintained in a securities depository, relating to the service provided by Custodian under this Agreement; such reports shall be of sufficient scope and revenue per available room for in sufficient detail, as may reasonably be requested by Client to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the subject monthreports shall so state. Custodian shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Client under the 1940 Act, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient with particular attention to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses Section 31 and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering applicable rules thereunder. All such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report records shall be unqualified as to scope the property of audit of CEOC and its Subsidiaries Client and shall provide in substance that (A) at all times during the regular business hours of Custodian be open for inspection by duly authorized officers, employees or agents of Client and employees or agents of the Securities and Exchange Commission. Custodian shall, at Client’s request, supply Client with a tabulation of securities owned by Client and held by Custodian and shall, when requested to do so by Client and for such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries compensation as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31agreed upon between Client and Custodian, 2017) but if Guarantor is not a reporting company under the Exchange Act, include certificate numbers in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowtabulations. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).

Statements. Tenant (a) Not later than 12:00 noon, New York time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish or cause deliver to the Trustee by electronic modem a computer file containing the information called for by clauses (i) through (xxiii) below as of the end of the preceding Due Period and such other information as the Trustee shall reasonably require. Not later than 12:00 noon, New York time, on each Determination Date, the Trustee shall deliver to the Servicer and the Seller by telecopy, with a hard copy thereof to be delivered on the succeeding Distribution Date, a confirmation of the items in clause (i) below. Not later than one Business Day prior to each Distribution Date the Trustee shall deliver a statement (the "Trustee's Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification or calculation thereof: (i) On The Available Funds for each Certificate Group and each Class's Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest for each Loan Group paid as principal; (vi) the Servicing Fee; (vii) the Loan Group Balance of each Loan Group and the Pool Balance, in each case as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) each Overcollateralization Amount and each Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) for each Certificate Group, whether a Trigger Event has occurred and is continuing; (xi) The number and Principal Balances of all Mortgage Loans in each Loan Group that were the subject of Principal Prepayments during the Due Period; (xii) The amount of all Curtailments in each Loan Group that were received during the Due Period; (xiii) The principal portion of all Monthly Payments in each Loan Group received during the Due Period; (xiv) The interest portion of all Monthly Payments in each Loan Group received on the Mortgage Loans during the Due Period; (xv) For each Certificate Group, the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) The amount to be distributed to the Class R Certificateholders for the Distribution Date; (xvii) The weighted average remaining term to maturity of the Mortgage Loans in each Loan Group and the weighted average Loan Rate; (xviii) The amount of all payments or before twentyreimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) The number of Mortgage Loans in each Loan Group outstanding at the beginning and at the end of the related Due Period; (xx) For each Certificate Group, the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Loan Losses and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) For each Loan Group, as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent; the number and Principal Balance of Mortgage Loans which are in foreclosure; and the number and Principal Balance of Mortgage Loans which are REO Property; (xxii) For each Certificate Group the calculation of the Trigger Event and the Subordination Trigger Event; and (xxiii) For each Pre-Funding Distribution Date, the remaining Allocated Pre-Funded Amount. The Trustee shall forward such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. The Servicer shall calculate all items in clauses (i) - (xxiii) above. To the extent that there are inconsistencies between the telecopy of the Trustee's Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Class R Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to each Certificateholder (if requested in writing), substantially in during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant (a) Not later than 1:00 p.m., New York time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish deliver to the Trustee by electronic means and to the Certificate Insurer via e-mail at xxxxxxxx@xxx.xxx, a computer file containing the loan level information necessary to permit the Trustee to calculate the information required by clauses (i) through (xxvii) below as of the end of the preceding Prepayment Period or cause Due Period, as applicable, and such other information as the Trustee shall reasonably require. Not later than 4:00 p.m., New York time, three Business Days prior to each Distribution Date, the Trustee shall deliver to the Servicer, the Certificate Insurer and the Seller by telecopy, with a hard copy thereof to be delivered on the succeeding Distribution Date, a confirmation of the items in clause (i) below. Not later than each Distribution Date the Trustee shall prepare a statement (the "Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the loan level information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification thereof: (i) On Available Funds and each Class' Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest paid as principal; (vi) the Servicing Fee, the Premium Amount and the Reimbursement Amount; (vii) the Pool Balance as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the number and Principal Balances of all Mortgage Loans that were the subject of Principal Prepayments during the Due Period; (xii) the amount of all Curtailments that were received during the Due Period; (xiii) the principal portion of all Monthly Payments received during the Due Period; (xiv) the interest portion of all Monthly Payments received on the Mortgage Loans during the Due Period; (xv) the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class BIO, Class P and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans and the weighted average Loan Rate as of the first day of the month prior to the Distribution Date; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) the number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) [Reserved]; (xxiii) the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period; (xxiv) the amount of Net Rate Cap Carryover distributed to each Class of Offered Certificates, other than the Class IO Certificates, and the amount of Net Rate Cap Carryover remaining for each such Class; (xxv) for each Pre-Funding Distribution Date, the amount in the Initial Interest Coverage Account; (xxvi) for each Pre-Funding Distribution Date, the remaining amount in the Pre-Funding Account; and (xxvii) the amount of the Insured Payments, if any, to be made on such Distribution Date. The Trustee shall make available such report to the Servicer, the Seller, the Certificate Insurer, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date; provided, however, that the Trustee shall remove from the report the Premium Amount to be paid to the Certificate Insurer prior to the submission to Bloomberg and Intex Solutions. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. To the extent that there are inconsistencies between the telecopy of the Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. The Trustee will make the Remittance Report (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, and the parties to this Agreement via the Trustee's internet website. The Trustee's internet website shall initially be located at "xxx.xxxxxxx.xxx". Assistance in using the website can be obtained by calling the Trustee's customer service desk at (000) 000-0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way Remittance Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information is reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during provide to such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of Person a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by containing the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, information set forth in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and subclauses (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, aggregated for such calendar year or applicable portion thereof during which reconciliation shows how such Person was a Certificateholder. Such obligation of the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) Trustee shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and deemed to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and have been satisfied to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required substantially comparable information shall be prepared and furnished by the Trustee to file such Financial Statements with the SEC Certificateholders pursuant to Legal Requirements or any requirements of the Code as are in force from time to time. (yc) include such Financial Statements in an offering document if and On each Distribution Date, the Trustee shall forward to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with Class R Certificateholders a financing contemplated by and copy of the reports forwarded to the extent required by Section 23.2(b)Holders of the Regular Certificates in respect of such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as the Trustee deems necessary or appropriate.

Statements. Tenant (a) Not later than 1:00 p.m., California time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish or cause deliver to the Trustee by electronic modem a computer file containing the information called for by clauses (i) through (xxiii) below as of the end of the preceding Due Period and such other information as the Trustee shall reasonably require. Not later than 1:00 p.m., California time, on each Determination Date, the Trustee shall deliver to the Servicer and the Seller by telecopy, with a hard copy thereof to be delivered on the succeeding Distribution Date, a confirmation of the items in clause (i) below. Not later than one Business Day prior to each Distribution Date the Trustee shall deliver a statement (the "Trustee's Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification or calculation thereof: (i) On The Available Funds for each Certificate Group and each Class's Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest for each Loan Group paid as principal; (vi) the Servicing Fee; (vii) the Loan Group Balance of each Loan Group and the Pool Balance, in each case as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) each Overcollateralization Amount and each Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) for each Certificate Group, whether a Trigger Event or before twentya Cumulative Loss Event has occurred and is continuing; (xi) The number and Principal Balances of all Mortgage Loans in each Loan Group that were the subject of Principal Prepayments during the Due Period; (xii) The amount of all Curtailments in each Loan Group that were received during the Due Period; (xiii) The principal portion of all Monthly Payments in each Loan Group received during the Due Period; (xiv) The interest portion of all Monthly Payments in each Loan Group received on the Mortgage Loans during the Due Period; (xv) For each Certificate Group, the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) The amount to be distributed to the Class R Certificateholders for the Distribution Date; (xvii) The weighted average remaining term to maturity of the Mortgage Loans in each Loan Group and the weighted average Loan Rate; (xviii) The amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) The number of Mortgage Loans in each Loan Group outstanding at the beginning and at the end of the related Due Period; (xx) For each Certificate Group, the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Loan Losses and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) For each Loan Group, as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent; the number and Principal Balance of Mortgage Loans which are in foreclosure; and the number and Principal Balance of Mortgage Loans which are REO Property; (xxii) For each Certificate Group the calculation of the Trigger Event and the Cumulative Loss Event; (xxiii) For each Loan Group, the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period; and (xxiv) For each Pre-Funding Distribution Date, the remaining Allocated Pre-Funded Amount. The Trustee shall forward such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. The Servicer shall calculate all items in clauses (i) - (xxiv) above. To the extent that there are inconsistencies between the telecopy of the Trustee's Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Class R Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to each Certificateholder (if requested in writing), substantially in during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flowshall, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared available and in no any event later than sixty within one hundred twenty (60120) days after the end of each Fiscal Year, a statement provide to Landlord annual audited financial statements of Net Revenue with respect to the Facility with respect to Guarantor and Tenant for such Fiscal Year, including therein the balance sheets of Guarantor and Tenant as of the end of such Fiscal Year and statements of earnings and statements of cash flow of Guarantor and Tenant for such Fiscal Year, in each case certified in a manner acceptable to Landlord by independent certified public accountants of recognized national standing selected by Guarantor and reasonably acceptable to Landlord (subject the form of such certification to be reasonably satisfactory to Landlord), prepared in accordance with GAAP, except as otherwise noted therein, on a basis consistent with prior periods and fairly presenting the additional requirements as provided financial condition of Guarantor and Tenant at the end of such Fiscal Year and the immediately preceding Fiscal Year and in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder);comparative columnar form. (vb) Prompt Notice to Landlord of any actionTenant shall, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, as soon as available and in any case under this clause event within forty-five (y45) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days days after the end of each calendar monthQuarter, provide to Landlord quarterly financial statements of the Tenant for such Quarter, including therein the balance sheets of Guarantor and Tenant as of the end of such Quarter, and statements of earnings and statements of cash flow of Guarantor and Tenant for such Quarter, in each case certified in a manner acceptable to Landlord by such entity’s chief accounting officer as being prepared in accordance with GAAP, except as otherwise noted therein, and that such quarterly financial statements fairly present to financial condition of each Guarantor and Tenant as of the end of such Quarter and year-to-date. (c) within thirty (30) days after the end of each month of each Fiscal Year (including the twelfth month of each Fiscal Year), a schedule containing any additions to or retirements “balance sheet” and statements of any fixed assets constituting Leased Propertyrevenues and expenses for the Premises, describing such assets all prepared by Tenant’s management in summary formaccordance with GAAP, their locationbut without footnotes, historical costexcept as otherwise noted therein, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit Don a basis consistent with prior periods, and fairly presenting the financial condition of the Premises’ operation; without limiting the foregoing, such additional customary statements shall include a table of Occupants by payor source and reasonable financial shall include such other information with respect to such fixed assets constituting Leased Property as is may reasonably be requested by Landlord, it being understood that Tenant may classify any asset additions in accordance . (d) with the fixed asset methodology for propco-opco separation used as statements submitted pursuant to Subsections (a) and (b) of this Section, a certificate signed on behalf of Tenant by the Commencement Date; (vii) Within three (3) Business Days principal financial or accounting officer of obtaining actual knowledge of Tenant to the occurrence of a Tenant effect that no Event of Default (or of the occurrence of specified herein nor any facts or circumstances event which, with the giving of upon notice or with the passage of time or both, would ripen into a Tenant constitute such an Event of Default has occurred and that (individually or collectively would be reasonably expected to result is continuing, or, in a material adverse effect on Tenant or in respect of the Facility)each case, a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant if any such Event of Default (or such facts or circumstances) event has occurred and is continuing, specifying the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances)nature and extent thereof; (viiie) Such additional customary and reasonable semi-annually, detailed rent rolls (name, term, rent, escalations, options) of subleases, certified by the principal financial information related to the Facility, or accounting officer of Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).

Statements. Tenant (a) Not later than 1:00 p.m., New York time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish deliver to the Trustee by electronic means and to the Certificate Insurer via e-mail at xxxxxxxx@xxx.xxx, a computer file containing the loan level information necessary to permit the Trustee to calculate the information required by clauses (i) through (xxvii) below as of the end of the preceding Prepayment Period or cause Due Period, as applicable, and such other information as the Trustee shall reasonably require. Not later than 4:00 p.m., New York time, three Business Days prior to each Distribution Date, the Trustee shall deliver to the Servicer, the Certificate Insurer and the Seller by telecopy, with a hard copy thereof to be delivered on the succeeding Distribution Date, a confirmation of the items in clause (i) below. Not later than each Distribution Date the Trustee shall prepare a statement (the "Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the loan level information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification thereof: (i) On the Available Funds for each Certificate Group and each Class' Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest for each Loan Group paid as principal; (vi) the Servicing Fee, the Premium Amount and the Reimbursement Amount; (vii) the Loan Group Balance of each Loan Group and the Pool Balance, in each case as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the number and Principal Balances of all Mortgage Loans in each Loan Group that were the subject of Principal Prepayments during the Due Period; (xii) the amount of all Curtailments in each Loan Group that were received during the Due Period; (xiii) the principal portion of all Monthly Payments in each Loan Group received during the Due Period; (xiv) the interest portion of all Monthly Payments in each Loan Group received on the Mortgage Loans during the Due Period; (xv) for each Certificate Group, the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class BIO, Class P and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans in each Loan Group and the weighted average Loan Rate as of the first day of the month prior to the Distribution Date; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) the number of Mortgage Loans in each Loan Group outstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) for each Loan Group, as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) any LIBOR Carryover distributed and any remaining LIBOR Carryover; (xxiii) for each Loan Group, the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period; (xxiv) the amount of Net Rate Cap Carryover distributed to each Class in Certificate Group F, other than the Class IOF Certificates, and each Class of Subordinate Certificates and the amount of Net Rate Cap Carryover remaining for each such Class; and (xxv) the amount of the Insured Payments, if any, to be made on such Distribution Date. The Trustee shall make available such report to the Servicer, the Seller, the Certificate Insurer, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date; provided, however, that the Trustee shall remove from the report the Premium Amount to be paid to the Certificate Insurer prior to the submission to Bloomberg and Intex Solutions. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. To the extent that there are inconsistencies between the telecopy of the Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. The Trustee will make the Remittance Report (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, and the parties to this Agreement via the Trustee's internet website and its fax-on-demand service. The Trustee's fax-on-demand service may be accessed by calling (000) 000-0000. The Trustee's internet website shall initially be located at "xxx.xxxxxxx.xxx". Assistance in using the website or the fax-on-demand service can be obtained by calling the Trustee's customer service desk at (000) 000-0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way Remittance Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Class R Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Trustee or and furnished to Certificateholders by the Trustee pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to the Certificate Insurer, substantially the Seller and each Certificateholder (if requested in writing), during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant (a) No later than each Determination Date, ---------- the Servicer shall furnish deliver to the Indenture Trustee a magnetic tape or cause to be furnished computer disk providing such information regarding the following to Landlord: (i) On or before twenty-five (25) days after Servicer's activities in servicing the end of each calendar month Home Loans during the following items related Due Period as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information Indenture Trustee may reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expensesrequire. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon Subject to the modification of the Servicer's Monthly Statement by such Accountant which report shall be unqualified as to scope the Servicer with the prior written consent of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated Majority Securityholders and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificateIndenture Trustee, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days before each Payment Date, the Servicer shall prepare and the Indenture Trustee shall distribute a monthly statement (the "Servicer's Monthly Statement", with respect to such Payment Date) to the Seller, the Securityholders and each Rating Agency, stating the date of obtaining actual knowledge original issuance of the occurrence of a Tenant Event of Default Securities (or day, month and year), the name of the occurrence of any facts or circumstances whichIssuer (i.e., with "FIRSTPLUS Home Loan Owner Trust 1997-3"), the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect series designation of the FacilitySecurities (i.e., "Series 1997-3"), a written notice to Landlord regarding the same, which notice shall include a detailed description date of the Tenant Event of Default (or such facts or circumstances) this Agreement and the actions Tenant has taken or shall takefollowing information: (i) the Available Collection Amount, the Regular Payment Amount and the Excess Spread for the related Payment Date; (ii) the amount, if any, on deposit in the Pre-Funding Account and the Capitalized Interest Account on such Payment Date; (iii) the Class Principal Balance of each Class of Securities, and the Pool Principal Balance as of the first day of the related Due Period and after giving effect to remedy payments and distributions made to the holders of such Tenant Event Securities on such Payment Date; (iv) the Class Pool Factor with respect to each Class of Default Securities then outstanding; (or v) the amount of principal and interest received on the Home Loans during the related Due Period; (vi) the amount, if any, of the Overcollateralization Surplus Amount; (vii) the Servicing Compensation for such facts or circumstances)Payment Date; (viii) Such additional customary the Overcollateralization Amount with respect to such Payment Date, the Required Overcollateralization Amount as of such Payment Date, the Net Loan Losses incurred during the related Due Period and reasonable financial information related the cumulative Net Loan Losses with respect to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3such Payment Date; (ix) The compliance certificatesthe amount, as and when required pursuant if any, paid on such Payment Date to Section 4.3each Class of Subordinate Securities in respect of Deferred Amounts; (x) The Annual Capital Budget as and when required in Section 10.5with respect to each Class of Subordinate Securities, the amount of any applicable Deferred Amounts remaining unreimbursed after giving effect to payments made on such Payment Date; (xi) The monthly revenue the weighted average maturity of the Home Loans and Capital Expenditure reporting required pursuant to Section 10.5(b)the weighted average Home Loan Interest Rate of the Home Loans each as of such Payment Date; (xii) Together certain performance information, including delinquency and foreclosure information with the monthly reporting required pursuant respect to the preceding clause (xi)Home Loans, an updated rent roll and a summary of all leasing activity then taking place at as set forth in the FacilityServicer's Monthly Remittance Report; (xiii) Operating budget for Tenant for each Fiscal Yearthe amount of any Servicing Advance Reimbursement Amount to be paid to the Servicer on such Payment Date, which shall be delivered to Landlord no later than fifty-five (55) days and the amount of any Servicing Advance Reimbursement Amount remaining unpaid following the commencement of the Fiscal Year to which such operating budget relatespayment; (xiv) Within five the number of and aggregate Principal Balance of all Home Loans in foreclosure proceedings (5other than any Home Loans described in clause (xvi)) Business Days after request (or and the percent of the aggregate Principal Balances of such Home Loans to the aggregate Principal Balances of all Home Loans, all as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlordof the close of business on the first day of the related Due Period; (xv) The quarterly reporting the number of and the aggregate Principal Balance of the Home Loans in respect bankruptcy proceedings (other than any Home Loans described in clause (xvii)) and the percent of Bookings required pursuant the aggregate Principal Balances of such Home Loans to Section 22.7 the aggregate Principal Balances of this Leaseall Home Loans, all as of the close of business on the first day of the related Due Period; (xvi) The reporting/copies the number of Subleases made by Tenant in accordance with Section 22.3Foreclosure Properties, the aggregate Principal Balance of the related Home Loans, the book value of such Foreclosure Properties and the percent of the aggregate Principal Balances of such Home Loans to the aggregate Principal Balances of all Home Loans, all as of the close of business on the first day of the related Due Period; (xvii) Any notices or reporting required during the related Due Period, the aggregate Principal Balance of Home Loans for each of the following: (A) that became Liquidated Home Loans, (B) that became Deleted Home Loans pursuant to Article XXXII hereof or otherwise Section 3.05(c) as a result of such Deleted Home Loans being Defective Home Loans, and (C) that became Deleted Home Loans pursuant to any other provision Section 3.05(c) as a result of this Lease; andsuch Deleted Home Loans being Liquidated Home Loans or a Home Loan in foreclosure, default or imminent default, including the foregoing amounts by loan type (i.e., Combination Loans, Debt Consolidation Loans, Home Improvement Loans, and Purchase or Refinance Loans); (xviii) The monthly reporting required from the Closing Date through the most current Due Period, the cumulative aggregate Principal Balance of Home Loans for each of the following: (A) that became Liquidated Home Loans, and (B) that became Deleted Home Loans pursuant to Section 4.1 hereof3.05(c) as a result of such Deleted Home Loans being in foreclosure, default or imminent default; (xix) Semi-annual property-level betting & gaming revenue information the scheduled principal payments and the principal prepayments received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI with respect to the extent relevant to Home Loans during the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; andrelated Due Period; (xx) On an annual basis, a detailed reconciliation the number of and aggregate principal balance of all Home Loans (both during the financial information being provided to Landlord related Due Period and in aggregate since the Closing Date) repurchased or substituted pursuant to clause Sections 2.06, 3.05 or 4.02; (xixxxi) above whether a Trigger Event has occurred and is continuing; (xxii) the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained number of Home Loans remaining in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).Home Loan Pool; and

Statements. Tenant (a) Buyer at its sole expense shall furnish or cause to be furnished prepared and shall deliver to Select an unaudited consolidated statement of Company Revenue as of and for each of CY16, CY17 and CY18, and each such statement shall set forth in reasonable detail a calculation of the following to Landlord: Earn-Out for the applicable year (ithe “Statement”) On or before twenty-five and shall include all reasonable supporting documentation. Each Statement shall be completed no later than thirty (2530) days after from the end receipt of each calendar month the following items as they pertain to Tenant: (A) an occupancy report Buyer’s annual audit for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and applicable calendar year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statementsSelect may dispute the Statement by delivering a written notice of objection (a “Notice of Objection”) to Buyer within thirty (30) days of receiving the Statement. During the thirty (30)-day period following Select’s receipt of the Statement, consisting Select and its accountants (which may be either Company’s current auditors) shall, at Select’s expense, be permitted reasonable access to review the working papers of Buyer and Buyer’s independent accountant relating to the Statement. If Select agrees with the Statement or does not give Buyer a statement Notice of profit Objection within such thirty (30)-day period, the Statement shall become final and loss, a balance sheetbinding and the Sellers and Buyer shall have no further rights to disagree therewith, and statement the payment of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred orappropriate Earn-Out Consideration, if a Tenant Event any, as determined pursuant to Section 1 of Default has occurredthis Exhibit A, specifying shall be made to the nature and extent thereof and any corrective action taken or proposed Sellers. A Notice of Objection shall set forth in reasonable detail all of those items in the Statement that Select disputes, in which case the items specifically identified by Select shall be deemed to be taken with respect theretothe only items in dispute, and include all reasonable supporting documentation. Buyer and Select will use commercially reasonable efforts to resolve any such dispute during the thirty (B) certifying that 30)-day period commencing on the date Select delivers the Notice of Objection. If Buyer and Select agree in writing upon the Statement within such Financial Statements fairly present, in all material respectsthirty (30)-day period, the financial position Statement shall become final and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments binding and the absence Sellers and Buyer shall have no further rights to disagree therewith, and the payment of footnotes)the appropriate Earn-Out Consideration, all if any, as determined pursuant to Section 1 of which this Exhibit A, shall be provided made to the Sellers. If, at the end of the thirty (x) 30)-day period, Buyer and Select have not so resolved such differences, then the items in dispute shall be submitted promptly to the Arbiter. The Arbiter shall be instructed to render a determination of the applicable dispute within sixty thirty (6030) days after the end of each referral of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with matter to the Fiscal Quarter ending March 31Arbiter, 2018) but if Guarantor is not a reporting company under the Exchange Actwhich determination must be in writing and must set forth, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respectsreasonable detail, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic therefor. The determination of the Variable Rent hereunder); Arbiter shall (vabsent manifest error or fraud) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenantbe conclusive and binding upon Buyer, the result Companies and the Sellers and judgment may be entered upon the determination of the Arbiter in any court having jurisdiction over the party against which Proceeding would reasonably be expected such determination is to be enforced. The Arbiter shall determine, based solely on presentations by Buyer and Select and their respective representatives, and not by independent review, only those items disputed in the Notice of Objection that have not been agreed upon in writing by the parties and shall not otherwise investigate any matter independently. In resolving any disputed item, the Arbiter shall be bound by the Accounting Principles Consistently Applied, the definitions of Annualized Company Revenue and Company Revenue and the resulting Earn-Out Consideration and the other requirements of the provisions of this Exhibit A, and shall not assign a value to revoke any item greater than the greatest value for such item claimed by either party or suspend or terminate or modify less than the smallest value for such item claimed by either party. Notwithstanding any provisions hereof to the contrary, the Arbiter shall be deemed to be acting as an expert and not as an arbitrator and shall decide only those issues as to which the parties are not in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority agreement on the grounds that the Statement delivered by Buyer pursuant to which Tenant carries on any part Section 3(a) of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions A was not prepared in accordance with the fixed asset methodology for propcoterms of this Earn-opco separation used as Out, is based on incomplete or inaccurate information or contains computational errors. The fees, costs and expenses of the Commencement Date; Arbiter (viii) Within three shall be paid by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Select (3as finally determined by the Arbiter) Business Days bears to the aggregate dollar amount of obtaining actual knowledge such items so submitted and (ii) shall be paid by Select in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Select (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Each of the occurrence of a Tenant Event of Default (or of Buyer, the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) Companies and the actions Tenant has taken or Sellers shall takecooperate with, if any, make their relevant financial records available to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and otherwise provide reasonable financial information related assistance to the Facility, Tenant, CEOC, ERI each other and their Affiliates which shall be limited to balance sheets respective accountants and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder)other representatives, in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificatescase, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Yearrequesting party’s sole cost and expense, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document at reasonable times during regular business hours in connection with a financing contemplated the preparation by Buyer, during the review by Buyer or Select of, and the resolution of any objections with respect to, the Statement; provided that in order to the extent review an accountant’s working papers, Buyer or Select (or their respective representatives) shall execute any releases or waivers customarily required by Section 23.2(b)such accountant in connection therewith.

Statements. Tenant (a) On each Distribution Date, the Trustee shall furnish prepare and make available to each Holder of the Regular Certificates, the Master Servicer, the Class I-A4 Insurer, the NIMS Insurer, the indenture trustee under the Indenture and the Rating Agencies, and two Business Days prior to each Distribution Date, the Trustee shall prepare and make available to the Swap Counterparty and any designee of the Swap Counterparty, a statement by electronic medium (as set forth in the penultimate paragraph of this Section 4.03(a)), based on information provided to the Trustee by the Master Servicer, the Cap Provider or cause the Swap Counterparty as to be furnished the following to Landlorddistributions made on such Distribution Date: (i) On the amount of the distribution made on such Distribution Date to the Holders of each Class of Regular Certificates, separately identified, allocable to principal and the amount of the distribution made to the Holders of the Class P Certificates allocable to Prepayment Charges and Master Servicer Prepayment Charge Payment Amounts; (ii) the amount of the distribution made on such Distribution Date to the Holders of each Class of Regular Certificates (other than the Class P Certificates), allocable to interest, separately identified; (iii) the Overcollateralized Amount, the Overcollateralization Release Amount, the Overcollateralization Deficiency Amount and the Overcollateralization Target Amount as of such Distribution Date and the Excess Overcollateralized Amount for the Mortgage Pool, for such Distribution Date; (iv) by Loan Group and in the aggregate amount of servicing compensation received by the Master Servicer with respect to the related Due Period and such other customary information as the Trustee deems necessary or before twentydesirable, or which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns; (v) the Group I Interest Remittance Amount and the Group II Interest Remittance Amount and the Group I Principal Remittance Amount and the Group II Principal Remittance Amount for such Distribution Date; (vi) the aggregate amount of Advances for the related Due Period, the amount of unrecovered Advances (after giving effect to Advances made on the Distribution Date) outstanding and the amount of Nonrecoverable Advances for such Distribution Date; (vii) the aggregate Stated Principal Balance of the Group I Mortgage Loans, the Group II Mortgage Loans and all Mortgage Loans at the Close of Business at the end of the related Due Period; (viii) the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans as of the related Determination Date; (ix) by Loan Group and in the aggregate, the number and aggregate unpaid principal balance of Mortgage Loans (a) delinquent 30-five 59 days, (25b) delinquent 60-89 days, (c) delinquent 90 or more days in each case, as of the last day of the preceding calendar month provided, however that any aggregate unpaid principal balance of Mortgage Loans shall be reported as of the last day of the related Due Period, (d) as to which foreclosure proceedings have been commenced and (e) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force; (x) with respect to any Mortgage Loan that became an REO Property during the preceding Prepayment Period, the unpaid principal balance and the Principal Balance of such Mortgage Loan as of the date it became an REO Property; (xi) the total number and cumulative principal balance of all REO Properties as of the Close of Business of the last day of the preceding Prepayment Period; (xii) by Loan Group and in the aggregate, the aggregate amount of Principal Prepayments made during the related Prepayment Period; (xiii) by Loan Group and in the aggregate, the aggregate amount of Realized Losses incurred during the related Prepayment Period and the cumulative amount of Realized Losses; (xiv) the aggregate amount of Extraordinary Trust Fund expenses withdrawn from the Collection Account or the Distribution Account for such Distribution Date; (xv) the Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Class C Certificates, after giving effect to the distributions made on such Distribution Date (separately identifying any reduction thereof due to the receipt of Insured Payments in respect of principal in the case of the Class I-A4 Certificates), and the Notional Amount of the Class C Certificates, after giving effect to the distributions made on such Distribution Date; (xvi) the Monthly Interest Distributable Amount in respect of the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Class C Certificates for such Distribution Date and the Unpaid Interest Shortfall Amount, if any, with respect to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates for such Distribution Date; (xvii) by Loan Group and in the aggregate, the aggregate amount of any Net Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the Master Servicer pursuant to Section 3.24, and the aggregate amount of any Relief Act Interest Shortfalls for such Distribution Date; (xviii) the Credit Enhancement Percentage for such Distribution Date; (xix) the related Net WAC Rate Carryover Amount for the Class A Certificates, the Mezzanine Certificates and the Class B Certificates, if any, for such Distribution Date and the amount remaining unpaid after reimbursements therefor on such Distribution Date; (xx) the Trustee Fee on such Distribution Date; (xxi) whether a Stepdown Date, a Trigger Event, a Sequential Trigger Event or a Group II Sequential Trigger Event has occurred; (xxii) the Available Funds; (xxiii) the respective Pass-Through Rates applicable to the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Class C Certificates for such Distribution Date and the Pass-Through Rate applicable to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates for the immediately succeeding Distribution Date; (xxiv) by Loan Group and in the aggregate, the Principal Balance of Mortgage Loans repurchased by the Seller; (xxv) any other information that is required by the Code and regulations thereunder to be made available to Certificateholders; (xxvi) the amount on deposit in the Reserve Fund; (A) the dollar amount of payments received related to claims under the PMI Policy during the related Prepayment Period (and the number of Mortgage Loans to which such payments related) and (B) the aggregate dollar amount of payments received related to claims under the PMI Policy since the Cut-off Date (and the number of Mortgage Loans to which such payments related); (xxviii) (A) the dollar amount of claims made under the PMI Policy that were denied during the related Prepayment Period (and the number of Mortgage Loans to which such denials related) and (B) the aggregate dollar amount of claims made under the PMI Policy that were denied since the Cut-off Date (and the number of Mortgage Loans to which such denials related); (xxix) for such Distribution Date, the amount of any payment made by the Cap Provider under each of the Cap Agreements; (xxx) the amount of Subsequent Recoveries and Gross Subsequent Recoveries for the related Prepayment Period and the cumulative amount of Subsequent Recoveries and Gross Subsequent Recoveries in the aggregate and for each of Loan Group I and Loan Group II; (xxxi) the Swap Counterparty Payment, the Swap Fee Amount, the unpaid Swap Termination Payment payable by the Trust, the unpaid Swap Termination Payment payable by the Swap Counterparty, the Swap Termination Payment payable by the Trust paid on such Distribution Date, the Swap Termination Payment payable by the Swap Counterparty paid on such Distribution Date and the Swap Reimbursement Amount for such Distribution Date and any unpaid Gross Swap Reimbursement Amount and Swap Fee Amounts from prior Distribution Dates; (xxxii) the Group I Final Maturity Reserve Amount, the Group II Final Maturity Reserve Amount, the Aggregate Final Maturity Reserve Amount and the aggregate amount on deposit in the Final Maturity Reserve Account for such Distribution Date and on the earlier of the Distribution Date in November 2035 and the termination of the Trust Fund, the amount distributed to each Class of the Certificates from the Final Maturity Reserve Account; (xxxiii) with respect to each Mortgage Loan prepaid in full or in part during the related Prepayment Period, whether the Prepayment Charge is required with respect to such Mortgage Loan, the amount of such Prepayment Charge and the amount actually collected with respect to such Prepayment Charge; (xxxiv) the amount of any draw to be made on the Class I-A4 Policy for such Distribution Date; and (xxxv) all amounts paid to the Class I-A4 Insurer in respect of the Class I-A4 Premiums and in respect of the Class I-A4 Reimbursement Amount for such Distribution Date. The Trustee shall make such statement (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, the Master Servicer, the Class I-A4 Insurer, the NIMS Insurer, the Cap Provider, the Swap Counterparty and the Rating Agencies via the Trustee’s internet website. The Trustee’s internet website shall initially be located at xxxxx://xxx.xxx.xx.xxx/invr. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at 0-000-000-0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. In the case of information furnished pursuant to subclauses (i) through (iii) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Closing Date. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall, upon written request, furnish to the Class I-A4 Insurer and each Person who at any time during the calendar year was a Certificateholder of a Regular Certificate, if requested in writing by the Class I-A4 Insurer or such Person, such information as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information is reasonably necessary and sufficient to fairly represent provide to such Person a statement containing the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. information set forth in subclauses (i) through (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering above, aggregated for such Fiscal Year and containing statement calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report the Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Holders of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act Residual Certificates and the Exchange Act, including, but not limited NIMS Insurer a copy of the reports forwarded to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificateholders in respect of Landlord REIT’s qualification such Distribution Date with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Holder of depreciation and any improvements theretoa Residual Certificate, substantially if requested in the form attached hereto as Exhibit Dwriting by such Person, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with necessary to provide to such Person a statement containing the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required provided pursuant to the Fee Mortgage Documents, within previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Holder of a Residual Certificate. Such obligation of the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which Trustee shall be delivered deemed to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and have been satisfied to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required substantially comparable information shall be prepared and furnished to file such Financial Statements with Certificateholders by the SEC Trustee pursuant to Legal Requirements or any requirements of the Code as from time to time in force. (ye) include On each Distribution Date the Trustee shall provide Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates as of such Financial Statements in an offering document if Distribution Date, using a format and media mutually acceptable to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by Trustee and to the extent required by Section 23.2(b)Bloomberg.

Statements. Tenant shall furnish If the amount of the commission as so recalculated is greater or cause less than the amount of commission paid on such Commission Due Date, then the Bank will refund to be furnished the following to Landlord: (i) On or before twenty-five (25) days after Company the end excess of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for amount of the subject month, including an average daily rate and revenue per available room for commission paid on such Commission Due Date over the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant commission determined in accordance with GAAP covering such Fiscal Year and containing statement recalculation, or the Company will pay to the Bank the excess of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made commission determined in accordance with GAAP and (2) a certificatesuch recalculation over the commission paid on such Commission Due Date, executed by the chief financial officer such refund or treasurer such payment of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed additional commission to be taken with respect thereto, all of which shall be provided due within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after days following delivery of such annual audited Financial Statements. A transaction fee shall be payable by the end Company to the Bank for each Drawing under the 1993 Direct-Pay Letter of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets Credit in summary form, their location, historical cost, the amount of depreciation and one-eighth of one percent (1/8%) of the amount of the Drawing or Sixty-Five Dollars ($65.00), whichever is greater. Transaction fees on account of Drawings shall be due on the day when the Drawing is paid by the Bank. On the Banking Day preceding each Commission Due Date, the Company shall deposit into the Designated Account such amount as may be necessary to cause the balance of the Designated Account to be not less than the amount of commission due on such Commission Due Date, plus any improvements thereto, substantially other amounts required to be on deposit in the form attached hereto as Exhibit DDesignated Account on such date pursuant to other provisions of this Agreement. The Bank shall be entitled, without further authorization from the Company, to charge the amount of the commission due on each Commission Due Date to the Designated Account, and if the balance of the Designated Account is insufficient to satisfy the entire amount then due to the Bank on account of the commission, the Bank may, without further authorization of the Company, charge such additional customary and reasonable financial information with respect deficiency to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance other deposit account of the Company maintained with the fixed asset methodology for propco-opco separation used as Bank. All commissions and fees payable under the terms of the Commencement Date; (viithis Section 3.01(a)(3) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited payable with interest at the Prime Rate plus two percent (2%) per annum from the date due until paid. If the 1993 Direct-Pay Letter of Credit is transferred to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required a new beneficiary pursuant to the Fee Mortgage Documentsterms thereof, within then the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder Company covenants and agrees to pay to the extent required Bank promptly upon its demand a transfer fee in the amount then customarily assessed by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary Bank for transfers of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement letters of credit of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or same type and amount as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect the 1993 Direct-Pay Letter of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Credit.

Statements. Tenant shall furnish or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and Not less than two (2) Business Days prior to the anticipated Closing Date, the Seller Parent shall deliver to the Purchaser Parent a certificatestatement (the “Estimated Closing Date Financial Statement”), executed signed by the chief financial officer Chief Financial Officer or treasurer the Vice President of CEOC certifying that no Tenant Event Finance of Default has occurred orthe Seller Parent (on behalf and in the name of the Seller Parent), setting forth the Seller Parent’s good faith estimate of the Net Working Capital (the “Estimated Working Capital Amount”). The Seller Parent shall make such changes to the Estimated Closing Date Financial Statement, if a Tenant Event of Default has occurredany, specifying as are reasonably requested by the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline;Purchaser Parent. (b) quarterly unaudited financial statementsNot less than two (2) Business Days prior to the anticipated Closing Date, consisting of the Seller Parent shall deliver to the Purchaser Parent a statement of profit and loss(the “Closing Date Indebtedness Statement”), a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed signed by the chief financial officer Chief Financial Officer or treasurer the Vice President of CEOC Finance of the Seller Parent (A) certifying that no Tenant Event on behalf and in the name of Default has occurred orthe Seller Parent), if a Tenant Event of Default has occurredsetting forth, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respectsby lender, the financial position and results aggregate amount of operations the Indebtedness. The Seller Parent shall attach to the Closing Date Indebtedness Statement copies of CEOC and its Subsidiaries on a consolidated basis the Payoff Letters delivered in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotesSection 8.1(h), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and. (c) Not less than two (2) Business Days prior to the anticipated Closing Date, the Seller Parent shall deliver to the Purchaser Parent a statement (the “Closing Date Expense Statement”), signed by the Chief Financial Officer or the Vice President of Finance of the Seller Parent (on behalf and in the name of the Seller Parent), setting forth, by payee, the Change of Control Payments and the Transaction Expenses. The Seller Parent shall attach to the Closing Date Expense Statement documents which confirm that upon payment of the respective amounts specified in such additional information Closing Date Expense Statement, each Person that is to be paid in accordance with such Closing Date Expense Statement shall have been paid in full for all Change of Control Payments and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flowTransaction Expenses, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowapplicable. (iiid) As to ERI: Not less than two (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (52) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statementsprior to the anticipated Closing Date, consisting of the Seller Parent shall deliver to the Purchaser Parent a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by (the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “ProceedingPurchase Price Allocation Percentage Statement”), known to Tenant, signed by the result Chief Financial Officer or the Vice President of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part Finance of the Primary Intended Use of all or any portion Seller Parent (on behalf and in the name of the Leased Property which, in any case under this clause (y) (individually or collectivelySeller Parent), would be reasonably expected setting forth, by Seller, such Seller’s Purchase Price Allocation Percentage. The Seller Parent shall make such changes to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall takePurchase Price Allocation Percentage Statement, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be are reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Purchaser Parent.

Statements. Tenant Not later than 12:00 noon California time on the fourth Business Day following the last day of a Due Period, the Servicer shall furnish or cause deliver to the Trustee a computer tape containing the information set forth on Exhibit D as to each Mortgage Loan as of such Due Period and such other information as the Trustee shall reasonably require. Not later than 12:00 noon California time on the Determination Date, the Trustee shall make available to the Servicer, the Depositor and to the Certificate Insurer by telecopy, and on the Distribution Date via its website, a statement (the “Trustee’s Remittance Report”) containing the information set forth below (to the extent any such information to be furnished delivered by the following Servicer pursuant to Landlordthe first sentence of this Section 5.01(a) has been so delivered) with respect to such Distribution Date: (i) On or before twenty-five (25) days after The Available Funds and the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report Class A Certificate Rate for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses.related Distribution Date; (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated The Class A Principal Balance and the results Aggregate Principal Balance of their operations and cash flow for the periods indicated Mortgage Loans as reported in conformity with GAAP and the prior Trustee’s Remittance Report pursuant to subclause (Bxii) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificatebelow, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying in the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each case of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with Determination Date, the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act Original Class A Certificate Balance and the Exchange Act, including, but not limited to 10related Cut-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during Off Date Principal Balance of the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below.Mortgage Loans; (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year The number and containing statement Principal Balances of profit all Mortgage Loans and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters Mortgage Loans, that were the subject of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT Principal Prepayments during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) belowDue Period; (iv) As soon as it is prepared and in no event later than sixty (60) days after The amount of all Curtailments that were received during the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder)Due Period; (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use The principal portion of all or any portion of Monthly Payments received during the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities)Due Period; (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the The amount of depreciation interest received on the Mortgage Loans; (vii) The amount of the Monthly Advances and any improvements thereto, substantially the Compensating Interest payment to be made on the Determination Date; (viii) The delinquency and foreclosure information set forth in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3L; (ix) The compliance certificates, as and when required pursuant to Section 4.3Remittance Amount for the Class A Certificates for the Distribution Date with the components thereof stated separately; (x) The Annual Capital Budget as and when required in Section 10.5amount of the Insured Amounts, if any, to be paid on the Distribution Date; (xi) The monthly revenue and Capital Expenditure reporting required pursuant amount to Section 10.5(b)be distributed to the Class R Certificateholders for the Distribution Date; (xii) Together with The Class A Principal Balance and the monthly reporting required pursuant Aggregate Principal Balance of the Mortgage Loans, each after giving effect to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at distribution to be made on the FacilityDistribution Date; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered The weighted average remaining term to Landlord no later than fifty-five (55) days following the commencement maturity of the Fiscal Year to which such operating budget relatesMortgage Loans and the weighted average Loan Rate; (xiv) Within five (5) Business Days after request (or as soon thereafter as may The Servicing Fee, the Trustee Fee and the amount to be reasonably possible), such further detailed information reasonably available paid to Tenant with respect the Certificate Insurer pursuant to Tenant as may be reasonably requested by LandlordSection 5.01; (xv) The quarterly reporting in respect amount of Bookings required all payments or reimbursements to the Servicer pursuant to Section 22.7 of this Lease3.03; (xvi) The reporting/copies of Subleases made by Tenant Pool Factor determined using the balances in accordance with Section 22.3subclause (ii) above; (xvii) Any notices or reporting required The amount, if any, transferred from the Spread Account to the Distribution Account pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; andSection 4.01; (xviii) The monthly reporting required percentage of the Excess Spread used to determine the Monthly Excess Spread Amount, the Spread Account Excess and the allocation of the Spread Account Excess to Reimbursable Amounts, Monthly Advances and Class R Certificateholders pursuant to Section 4.1 hereof4.01; (xix) Semi-annual property-level betting & gaming revenue information received The amounts which are reimbursable to the Servicer or the Seller, as appropriate, pursuant to Section 10.2 5.01(a)(iv) and the amount paid to Class R Certificateholders pursuant to Section 5.01(a)(viii); (xx) The number of Mortgage Loans outstanding at the beginning and at the end of the MTSA by Tenant, ERI or any direct or indirect subsidiary related Due Period; (xxi) The amount on deposit in the Spread Account after the Distribution Date; (xxii) The amount of ERI losses experienced on the Mortgage Loans during the preceding Due Period and the cumulative losses for the Mortgage Loans as a percentage of the related Cut-Off Date Principal Balance; (xxiii) The amount of Class A Available Funds Cap Carryforward distributed to the extent relevant Class A Certificates from the Basis Risk Reserve Fund, stating separately any amounts received from the Corridor Contract Counterparty with respect to the calculation Corridor Contract and the amount of Net Revenues hereunderClass A Available Funds Cap Carryforward remaining if any; (xxiv) The amount on deposit in the Basis Risk Reserve Fund, in each case within fifteen the Required Basis Risk Reserve Fund Deposit and the amount of any withdrawal from such Account for the Distribution Date distributed to the Class R Certificates; (15xxv) days The amount of Class Interest Carryover Shortfall relating to the receipt Class A Certificates, stating the amount that is allocable to such Class and the amount allocable to interest and principal; (xxvi) Whether a Servicer Termination Delinquency Event or a Servicer Termination Loss Event has occurred and specifying the details thereof; (xxvii) During the Funding Period, the amount used to acquire Subsequent Mortgage Loans since the preceding Distribution Date and the remaining Pre-Funded Amount after acquiring Subsequent Mortgage Loans; and (xxxxviii) On an annual basisDuring the Funding Period, the amount on deposit in the Capitalized Interest Account after the Distribution Date and the Capitalized Interest Required Amount for such Distribution Date. The Trustee shall make such report available to the Servicer, the Depositor, the Certificateholders, the Certificate Insurer, the Rating Agencies and Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) on its internet website located at “xxxxx://xxx.xxxxxxxxxxxxxx.xx.xxx/invr” on the related Distribution Date. Assistance in using the website can be obtained by calling the Trustee’s investor relations desk at (000) 000-0000. Parties that are unable to use the above distribution method are entitled to have a detailed reconciliation paper copy mailed to them via first class mail by calling the investor relations desk and indicating such. In addition, together with such report, the Trustee shall forward to Bloomberg a copy of the financial computer tape delivered by the Servicer on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information being provided to Landlord by the Servicer. To the extent that there are inconsistencies between the copy of the Trustee’s Remittance Report posted on its website and the hard copy issued upon request (pursuant to clause the preceding paragraph) thereof, the Servicer may rely upon the former. In the case of information furnished pursuant to subclauses (xix) above (the “WH Net Revenue”ii) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (ivix) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) amounts shall be prepared expressed in compliance with applicable federal securities laws, including Regulation Sa separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Off Date.

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord (which Tenant acknowledges and agrees may be provided by Landlord to Landlord:’s Parents): (i) On or before twenty-the earlier of five (255) days after Business Days following (x) each date specified in the end of Exchange Act and the SEC’s related rules and regulations (including any additional time permitted under Rule 12b-25 or any successor provision thereof) that the Tenant’s Parent is (or would be, as a large accelerated filer, if not required to file SEC Reports at that time) required to file SEC Reports (each calendar month a “SEC Filing Deadline”) and (y) the following items as they pertain to date the Tenant’s Parent files its SEC Reports with the SEC: (A) an occupancy report for Tenant’s Parent’s Financial Statements required to be included in such SEC Report (or which would be, if not required to file SEC Reports at that time) or the subject month, including an average daily rate and revenue per available room for the subject month, and SEC Report containing such Financial Statements; (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer a Responsible Officer of CEOC Tenant certifying that no Tenant Event of Default default has occurred under this Lease or, if such a Tenant Event of Default default has occurred, specifying the nature and extent thereof status of such default; and any corrective action taken or proposed to be taken (C) (1) with respect theretoto annual Financial Statements, all a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s independent registered public accounting firm, which report shall not be subject to any qualification or exception expressing substantial doubt about the ability of which shall be provided within ninety the Tenant’s Parent and its Subsidiaries to continue as a “going concern” or any exception as to the scope of such audit (90excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Lease in such twelve month period) days after the end of each Fiscal Year (commencing and that such Financial Statements have been prepared in accordance with GAAP and Tenant’s Parent’s accountants have examined such Financial Statements in accordance with the Fiscal Year ending December 31standards of the PCAOB (or generally accepted auditing standards, 2017if not required to file SEC Reports at such time) but if Guarantor is not a reporting company under the Exchange Actand (2) with respect to quarterly Financial Statements, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by a Responsible Officer of the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred orTenant’s Parent, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP as at such date and for such period (subject to normal year-end audit adjustments and adjustments, the absence of footnotesfootnotes and other informational disclosures customarily omitted from interim financial statements), all of which . Financial statements required to be delivered pursuant to this Section 23.1(b)(i) will be deemed delivered to the extent such documents are included in materials filed with the SEC and shall be provided deemed to have been delivered on the date such documents are publicly available on the SEC’s website; (xii) within Within sixty (60) days after the end of each of the first three (3) Tenant’s Fiscal Quarters of each Fiscal Year Years (commencing with the Fiscal Quarter Year ending March December 31, 20182022), (a) but if Guarantor a budget and projection by fiscal quarter for the Fiscal Year in which the budget is not delivered, including projected Net Revenue, Net Income, EBITDA, EBITDAR, Net Revenue by division, and Operating Expenses by division with respect to Tenant, (b) a reporting company budget and projection by fiscal year for the second and third subsequent Fiscal Years, including projected Net Revenue, EBITDA, EBITDAR with respect to Tenant, (c) a capital budget for Tenant for the following Fiscal Year. EBITDA shall be calculated in accordance with Exhibit L. (iii) Within twenty (20) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report in substantially in the form attached hereto as Exhibit J, which shall include a calculation of the Financial Covenant and Listing Covenant under Section 23.3 as of the relevant date as applicable, based upon the preliminary statements for such Test Period (the “Preliminary Financial Covenant Compliance Report”). (iv) Within sixty (60) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report in substantially in the form attached hereto as Exhibit J, which report shall include an Officer’s Certificate certifying (1) that the Financial Covenant and Listing Covenant are in compliance under Section 23.3 together with reasonable detail evidencing such compliance, and (2) that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of the Tenant (subject to normal year-end adjustments) as of the relevant date as applicable (the “Final Financial Covenant Compliance Report”). (v) Within sixty (60) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a quarterly operating report in substantially the form attached hereto as Exhibit M, accompanied by an Officer’s Certificate stating that such items in such quarterly operating report are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of the Tenant (subject to normal year-end adjustments) as of the relevant date as applicable, which reports shall include: (a) an occupancy report including the average daily rate and Net Revenue per available room and (b) quarterly, year to date and trailing twelve months operating statements noting Net Revenue, Net Income, EBITDA, EBITDAR, Net Revenue by division, Operating Expenses by division, and, to the extent such information is available to Tenant and Tenant is permitted, under the Exchange Actterms of the RSB Services Agreement, in no event later than five to provide such information, RSB Net Revenue (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andthe “Quarterly Operating Report”). (cvi) Commencing with the year ended December 31, 2022, Tenant will furnish to Landlord annually within one hundred twenty (120) days following the end of such Fiscal Year, a complete copy of the Tenant’s consolidated audited annual financial report with statements in accordance with GAAP covering the Facility, which shall be accompanied by a report from an Approved Accounting Firm, which report shall indicate that such financial statements are prepared in accordance with GAAP as of such date and shall not be subject to any qualification or exception expressing substantial doubt about the ability of Tenant to continue as a “going concern” or any exception as to the scope of such audit (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Lease in such twelve month period). Promptly following receipt by Landlord of each audited annual financial report, together with reasonable evidence of the third-party costs and expenses incurred by Tenant or its Affiliates in connection with such report, Landlord shall be required to reimburse Tenant or its Affiliates for one-half of all such third-party costs and expenses incurred by Tenant or its Affiliates. (vii) Tenant will furnish to Landlord annually within ninety (90) days following the end of such Fiscal Year, the Annual Certificate. (a) Such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements or public offerings by or on behalf of Landlord of debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, Tenant as Landlord, PropCo 1, PropCo Landlord or Landlord REIT its Affiliates may require for any ongoing their filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual SEC Reports and registration statements to be filed by Landlord, PropCo 1, PropCo Landlord or Landlord REIT its Affiliates during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo Landlord or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance or Affiliates; provided, however, that (a) such consolidated financial statements present fairly if the consolidated financial position of ERI and SEC requires Landlord or its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERIAffiliates to include Tenant’s Accountant in connection with such Parent’s Financial Statements has been made in accordance with GAAPits SEC Reports, which Tenant shall be provided within ninety use its commercially reasonable efforts to furnish substantially complete drafts of Tenant’s Parent’s annual Financial Statements to Landlord no later than fifty-five (9055) calendar days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in such year and Tenant’s Parent’s quarterly Financial Statements to Landlord no event later than thirty-five (535) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) calendar days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andsuch quarter. (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (vix) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way materially adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any material part of the Primary Intended Use of all or any portion of the Leased Property which, in any case Property. (x) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this clause Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to facilitate Landlord’s internal financial and reporting database. Tenant also agrees that Landlord shall have audit rights with respect to such information to the extent required to confirm Tenant’s compliance with the terms of this Lease (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (andincluding, without limitation, Tenant shall (A) keep Landlord apprised calculation of (1) the status of any annual or other periodic Gaming License renewals, EBITDAR and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information expenditures with respect to such fixed assets constituting Leased Property Required CapEx). Tenant shall not change the accounting practices or policies described in this Lease for the purpose of calculating EBITDAR and expenditures with respect to Required CapEx, which the parties agree is based on Tenant’s Existing Accounting Guidelines. Furthermore, Tenant will not enter into any “off balance sheet arrangement” outside the normal course of operations as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions determined in accordance with the fixed asset methodology for propco-opco separation used GAAP as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Effective Date.

Statements. Tenant (a) Not later than 1:00 p.m., New York time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish deliver to the Trustee by electronic means a computer file containing the loan level information necessary to permit the Trustee to calculate the information required by clauses (i) through (xxvi) below as of the end of the preceding Prepayment Period or cause Due Period, as applicable, and such other information as the Trustee shall reasonably require, and the Seller hereby agrees to provide the Trustee and the Servicer with an amended Prepayment Charge Schedule, if required, at such time. Not later than each Distribution Date the Trustee shall prepare a statement (the “Remittance Report”) containing the information set forth below with respect to such Distribution Date, which information shall be based solely upon the loan level information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification thereof: (i) On Available Funds and the Certificate Rate for each Class for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest paid as principal; (vi) the Servicing Fee and the Trustee Fee (including the separate amounts payable to each of the Trustee and its Custodian); (vii) the Pool Balance as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the aggregate amount of Principal Prepayments received during the related Prepayment Period; (xii) the amount of all Curtailments that were received during the Due Period; (xiii) the principal portion of all Monthly Payments received during the Due Period; (xiv) the interest portion of all Monthly Payments received on the Mortgage Loans during the Due Period; (xv) the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class P Certificates, Class BIO and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans and the weighted average Loan Rate as of the first day of the related Due Period; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi) (as reported by the Servicer); (xix) the number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) for the Distribution Date in January 2004, the amount, if any, on deposit in the First Payment Loan Account; (xxiii) the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period (as reported by the Servicer); (xxiv) the amount of Net Rate Cap Carryover distributed to each Class of Offered Certificates (other than the Class S Certificates), stating separately any amounts received from the cap provider with respect to the Interest Rate Cap Agreements, and the amount of Net Rate Cap Carryover remaining for each such Class; (xxv) the amount on deposit in the Net Rate Cap Fund, and the amounts of each deposit and withdrawal from such Account; and (xxvi) for each Pre-Funding Distribution Date, the remaining amount in the Pre-Funding Account. The Trustee shall make available such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1 original dollar amount as of the related Cut-Off Date. The Trustee will make the Remittance Report (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders and the parties to this Agreement via the Trustee’s internet website. The Trustee’s internet website shall initially be located at “xxx.xxxxxxx.xxx”. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (000) 000 0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way Remittance Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access the Trustee’s internet website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee will not be liable for the dissemination of information in accordance with this Agreement. The Trustee shall also be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Remittance Report and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited make available to balance sheets, income statements, and statements the Class R Certificateholders in the same manner as the Remittance Report is made available to all Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Tax Matters Persons and furnished to Certificateholders by the Trustee or Tax Matters Person pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to the Depositor, substantially the Seller and each Certificateholder (if requested in writing), during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord: (i) On (I) In the event that Xxxxxx’s Parent is a reporting company under the Exchange Act, on the earlier of five (5) Business Days following (x) each date specified in the Exchange Act and the SEC’s related rules and regulations (including any additional time permitted under Rule 12b-25 or before twentyany successor provision thereof) that the Tenant’s Parent is required to file SEC Reports (each a “SEC Filing Deadline”) and (y) the date the Tenant’s Parent files its SEC Reports with the SEC or (II) in the event that Tenant’s Parent is not a reporting company under the Exchange Act, no later than five (5) Business Days prior to Landlord REIT’s applicable SEC requirements, if any, to file, or include in any of Landlord REIT’s SEC Reports, Tenant Parent’s Financial Statements: (A) Tenant’s Parent’s Financial Statements required to be included in such SEC Report or the SEC Report containing such Financial Statements; (B) a certificate, executed by a Responsible Officer of the Tenant or Tenant’s Parent certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and status of such default; and (C) (1) with respect to annual Financial Statements, a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s independent registered public accounting firm, which report shall not be subject to any qualification or exception expressing substantial doubt about the ability of the Tenant’s Parent and its subsidiaries to continue as a “going concern” or any exception as to the scope of such audit (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Master Lease in such twelve month period) and that such Financial Statements have been prepared in accordance with GAAP and Tenant’s Parent’s accountants have examined such Financial Statements in accordance with the standards of the PCAOB (or generally accepted auditing standards, if not required to file SEC Reports at such time) and (2) with respect to quarterly Financial Statements, a certificate, executed by a Responsible Officer of the Tenant’s Parent, certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP as at such date and for such period (subject to normal year-end audit adjustments, the absence of footnotes and other informational disclosures customarily omitted from interim financial statements). Financial statements required to be delivered pursuant to this Section 23.1(b)(i) will be deemed delivered to the extent such documents are included in materials filed with the SEC and shall be deemed to have been delivered on the date such documents are publicly available on the SEC’s website; (ii) Within seventy-five (2575) days after the end of each of the Tenant’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2022), (a) a budget and projection by fiscal month for the Fiscal Year in which the budget is delivered, including projected Net Revenue and EBITDAR with respect to each Facility, (b) a budget and projection by fiscal year for the second and third subsequent Fiscal Years, including projected Net Revenue and EBITDAR with respect to each Facility, and (c) a capital budget for each Facility for the Fiscal Year in which the budget is delivered and for the following Fiscal Year; (iii) Within thirty (30) days after the end of each calendar month month, the following items as they pertain to Tenanteach Facility: (A) an occupancy report for the subject monthpercentages, including an average daily rate and revenue per available room for the subject month, and (B) the monthly and year-to-date operating statements prepared for each calendar monthperiod, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant each Facility and its respective Operating Subtenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineperiod; (biv) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within Within sixty (60) days after the end expiration of each any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report, which report shall include an Officer’s Certificate in substantially the form attached hereto as Exhibit H, certifying that the Financial Covenant is in compliance under Section 23.3 together with reasonable detail evidencing such compliance; (v) (a) commercially reasonable efforts to deliver such additional financial information and projections as may be reasonably requested by Landlord, so long as any reasonable out-of-pocket cost of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor Tenant or its Related Persons is not a reporting company under the Exchange Actborne by Landlord, in no event later than five connection with syndications, private placements or public offerings by Landlord of debt securities or loans or equity or hybrid securities and (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (cb) such additional information information, Tenant’s Parent Financial Statements if not otherwise provided pursuant to Section 23.1(b)(i), and unaudited quarterly financial information concerning the Leased Property Property, Tenant, and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, ’s Parent as Landlord, PropCo 1, PropCo Landlord or Landlord REIT its Affiliates may require for any ongoing their filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual SEC Reports and registration statements to be filed by Landlord, PropCo 1, PropCo Landlord or Landlord REIT its Affiliates during the Term of this Master Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo Landlord or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineSubsidiaries; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (vvi) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way materially adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any material part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances whichUpon request, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would not to be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi)made more than once per fiscal quarter, an updated rent roll and a summary of all leasing activity then taking place at the for each Facility;; and (xiiiviii) Operating budget for Tenant for each Fiscal Year, which shall further agrees to provide the financial and operational reports to be delivered to Landlord no later than fifty-five (55under this Master Lease in such electronic format(s) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may reasonably be reasonably possible)required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and reporting database, such further detailed information reasonably available and (ii) permit Landlord to Tenant calculate any rent, fee or other payments due under Ground Leases. Xxxxxx also agrees that Landlord shall have audit rights with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue such information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(bto confirm Tenant’s compliance with the terms of this Master Lease (including, without limitation, calculation of Net Revenues).

Statements. A reasonably detailed statement (the "Statement") of the Direct Expenses actually payable by Tenant shall furnish or cause be given to be furnished the following to Landlord: Tenant within one hundred eighty (i) On or before twenty-five (25180) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (year or as soon thereafter as may be reasonably possiblepracticable. If Tenant's Percentage Share of any Direct Expenses as shown on such Statement is greater or less than the total amount actually paid by Tenant during the calendar year covered by such Statement, then within thirty (30) days thereafter, Tenant shall pay in cash any sums owed to Landlord or, if applicable, Tenant shall receive a credit against any Rent next accruing for any sum owed Tenant. If, as of the thirtieth (30th) day after delivery to Tenant of a Statement, Tenant shall not have delivered to Landlord an Objection Notice (as defined below), then such Statement shall be final and binding upon Landlord and Tenant, and Tenant shall have no further detailed information reasonably available right to object to such Statement. If within such thirty (30) day period, Tenant delivers to Landlord a written statement specifying objections to such Statement (an "Objection Notice"), then Tenant and Landlord shall meet to attempt to resolve such objection within thirty (30) days after delivery of the Objection Notice. Landlord shall provide access for Tenant to review its pertinent records, during the thirty (30) day period after delivery to Tenant with respect of a Statement, during regular business hours in Landlord's management office for the Building. Notwithstanding that any such dispute remains unresolved, Tenant shall be obligated to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant pay Landlord all Rent payable in accordance with Section 22.3; this Lease (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to including any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, disputed amount). If such dispute results in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements agreement that Tenant is providing entitled to a refund, Landlord pursuant shall, at its option, either pay such refund or credit the amount thereof to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) aboveBasic Monthly Rent next becoming due from Tenant. The Financial Statements provided pursuant failure or delay by Landlord to Section 23.1(b)(iii) provide Tenant with Landlord’s estimate of Tenant’s Percentage Share of Direct Expenses or a Statement for any calendar year shall not constitute a default by Landlord hereunder, or a waiver by Landlord of Tenant’s obligation to pay Tenant’s Percentage Share of Direct Expenses for such calendar year or of Landlord’s right to send to Tenant such an estimate or Statement, as the case may be. If the Term of this Lease expires or is terminated on a day other than the last day of a calendar year, the amount of Direct Expenses payable by Tenant during the calendar year in which the Term expires or is terminated shall be prepared prorated on the basis which the number of days from the commencement of the calendar year to and including the date on which the Term expires or is terminated bears to three hundred sixty-five (365). Within one hundred twenty (120) days following expiration of the calendar year in compliance with applicable federal securities lawswhich the Term expired or terminated, including Regulation S-X or as soon thereafter as practicable, Landlord shall give a final Statement to Tenant for such calendar year (and for "Final Statement"). If Tenant's share of any prior periods required thereunder)Direct Expenses as shown on the Final Statement is greater or less than the total amounts of Direct Expenses actually paid by Tenant during the calendar year covered by the Final Statement, if and then within thirty (30) days thereafter the appropriate party shall pay to the extent such compliance with federal securities laws, including Regulation S-X (and for other party any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)sums owed.

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flowshall, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared available and in no any event later than sixty within one hundred twenty (60120) days after the end of each Fiscal Year, a statement provide to Landlord annual audited financial statements of Net Revenue with respect to the Facility with respect to Tenant and any Guarantor that is not an individual or trust for such Fiscal Year (subject to and certified annual financial statements of individual or trust Guarantors for such Fiscal Year, including therein the additional requirements balance sheets of Tenant and Guarantors, as provided in Section 3.2 hereof in respect applicable, as of the periodic determination end of such Fiscal Year and statements of earnings and statements of cash flow of Tenant and Guarantors for such Fiscal Year, in each case certified in a manner acceptable to Landlord by independent certified public accountants of recognized national standing selected by Tenant and reasonably acceptable to Landlord (the Variable Rent hereunderform of such certification to be reasonably satisfactory to Landlord);, prepared in accordance with GAAP as to Tenant and any Guarantor that is not an individual or trust, except as otherwise noted therein, on a basis consistent with prior periods and fairly presenting the financial condition of Tenant and Guarantors at the end of such Fiscal Year and the immediately preceding Fiscal Year and in comparative columnar form. (vb) Prompt Notice to Landlord of any actionTenant shall, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, as soon as available and in any case under this clause event within forty-five (y45) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days days after the end of each calendar monthQuarter, provide to Landlord quarterly financial statements of the Tenant for such Quarter, including therein the balance sheets of Tenant and Guarantors as of the end of such Quarter, and statements of earnings and statements of cash flow of Tenant and Guarantors for such Quarter, in each case certified in a manner acceptable to Landlord by such entity’s chief accounting officer as being prepared in accordance with GAAP as to Tenant and any Guarantor that is not an individual or trust, except as otherwise noted therein, and that such quarterly financial statements fairly present to financial condition of Tenant and Guarantors as of the end of such Quarter and year-to-date. (c) within thirty (30) days after the end of each month of each Fiscal Year (including the twelfth month of each Fiscal Year), a schedule containing any additions to or retirements “balance sheet” and statements of any fixed assets constituting Leased Propertyrevenues and expenses for the Premises, describing such assets all prepared by Tenant’s management in summary formaccordance with GAAP, their locationbut without footnotes, historical costexcept as otherwise noted therein, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit Don a basis consistent with prior periods, and fairly presenting the financial condition of the Premises’ operation; without limiting the foregoing, such additional customary statements shall include a table of Occupants by payor source and reasonable financial shall include such other information with respect to such fixed assets constituting Leased Property as is may reasonably be requested by Landlord, it being understood that Tenant may classify any asset additions in accordance . (d) with the fixed asset methodology for propco-opco separation used as statements submitted pursuant to subsections (a) and (b) of this Section, a certificate signed on behalf of Tenant by the Commencement Dateprincipal financial or accounting officer of Tenant to the effect that no Event of Default specified herein nor any event which, upon notice or with the passage of time or both, would constitute such an Event of Default has occurred and is continuing, or, in each case, if any such Event of Default or event has occurred and is continuing, specifying the nature and extent thereof; (viie) Within three semi-annually, summary reports of Tenant’s inpatient/outpatient volume statistics and list of medical staff; and (3f) Business Days promptly, from time to time, such other information regarding the operations, business affairs and financial condition of obtaining actual knowledge Tenant as Landlord may reasonably request, including, without limitation, prompt notice of the occurrence of a Tenant any Event of Default (or of the occurrence of any facts or circumstances event which, with the giving of notice or the passage of time or the giving of notice, or both, would ripen into a Tenant constitute an Event of Default and that (individually prompt notice of any action, suit or collectively would be reasonably expected to result in a material adverse effect on Tenant proceeding at law or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (equity or such facts by or circumstances) and the actions Tenant has taken before any governmental instrumentality or shall takeother agency which, if anyadversely determined, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, would materially adversely affect Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, ’s or the Facility Premises’ business, operations, properties, assets or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documentscondition, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (financial or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)otherwise.

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord: (i) On or before twentyWithin ninety-five (2595) days after the end of each calendar month Tenants’ Fiscal Years or concurrently with the following items as they pertain to Tenantfiling by Guarantor of its annual report on Form 10K with the SEC, whichever is later: (Ai) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. Guarantor’s Financial Statements; (ii) As to CEOC: Financials for each of the Facilities for the fiscal year last completed in each case certified by an Officer of Tenant; and (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1iii) a report thereon by such Accountant with respect to Guarantor’s Financial Statements from Guarantor’s accountants, which report shall be unqualified as to going concern and scope of audit of CEOC Guarantor and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI Guarantor and its Subsidiaries subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit examination by ERIGuarantor’s Accountant accountants in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlinegenerally accepted auditing standards; (bii) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP Within fifty (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (6050) days after the end of each of the first three (3) Fiscal Quarters of each Tenant’s Fiscal Year (commencing quarters or concurrently with the Fiscal Quarter ending September 30filing by Guarantor of its quarterly report on Form 10Q with the SEC, 2017) but if Guarantor whichever is not later, a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REITcopy of Guarantor’s applicable Form 10-Q filing deadline; andFinancials for such period; (ciii) Upon Landlord’s request from time to time, such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, Tenant as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing its on-going filings with or reports to (i) the SEC under both the Securities Act and the Securities Exchange ActAct of 1934, as amended, including, but not limited to to, 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Master Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) belowthe conditions that neither Tenant nor Guarantor shall be required to disclose information that is material non-public information or is subject to the quality assurance immunity or is subject to attorney-client privilege or the attorney work product doctrine; provided, however, in the event that Guarantor is no longer a registrant under the Securities Exchange Act of 1934, as amended, Tenant and/or Guarantor shall continue to provide to Landlord the same information that Guarantor would have included in filings on Form 10-Q and Form 10-K if it were such a registrant; (iv) As soon as it is prepared and in no event later than sixty Within forty (6040) days after the end of each Fiscal Yearmonth, a statement financial report for each of Net Revenue the Facilities for such month, including detailed statements of income and expense and detailed operational statistics regarding occupancy rates, patient mix and patient rates by type for each Facility; provided, however, that with respect to each calendar quarter, Tenant shall provide such financial reports for the Facility with respect to such Fiscal Year (subject to final month thereof as soon as is reasonably practicable following the additional requirements as provided in Section 3.2 hereof in respect closing of the periodic determination of books for such month and in sufficient time so that Landlord or its Affiliate is able to include the Variable Rent hereunderoperational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Within fifteen (15) Business Days after Tenant’s receipt of a written request from Landlord, copies of the most recent surveys performed by the appropriate governmental agencies for licensing or certification purposes, and any plan of correction submitted by Tenant to such agencies along with evidence as to whether it has yet been approved, or is still under review, by the State; (vi) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to (a) revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property whichProperty, or (b) suspend, terminate, adversely modify, or fail to renew or fully continue in effect any case under this clause (y) (individually cost reimbursement or collectively)cost sharing program by any state or federal governmental agency, including but not limited to Medicaid/Medi-Cal or Medicare or any successor or substitute therefor, if the effect thereof is or reasonably would reasonably be reasonably expected anticipated to cause a material be materially adverse effect on to Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing or (iii) seek return of or reimbursement for any funds previously advanced or paid pursuant to any such assets program, if the effect thereof is or reasonably would be anticipated to be materially adverse to Tenant or the Leased Property, or (iv) impose any bed hold, limitation on patient admission or similar restriction on the Leased Property for a period in summary formexcess of thirty (30) days, their location, historical cost, the amount of depreciation and or (iv) prosecute any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information party with respect to such fixed assets constituting the operation of any activity on the Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify or enjoin any asset additions party or seek any civil penalty in accordance with the fixed asset methodology for propco-opco separation used as excess of the Commencement DateTwo Hundred Fifty Thousand Dollars ($250,000) in respect thereof; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result As soon as it is prepared in a material adverse effect on Tenant or in respect of the Facility)Lease Year, a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) capital and operating budget for each Facility for that and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances);following Lease Year; and (viii) Such additional customary Within fifteen (15) Business Days after Tenant’s receipt of a written request from Landlord, copies of Medicaid/Medi-Cal rate letters. Tenant further agrees to provide the financial and reasonable financial information related operational reports to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55under this Master Lease in such electronic format(s) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may reasonably be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Landlord from time to time in order to facilitate the integration of such information within Landlord’s internal financial and reporting database.

Statements. Tenant Not later than 12:00 noon California time on the fourth Business Day following the last day of each calendar month Date, the Master Servicer shall furnish or cause deliver to be furnished the following Trustee a computer tape containing the information set forth on Exhibit M as to Landlordeach Mortgage Loan as of such Record Date and such other information as the Trustee shall reasonably require. Not later than 12:00 noon California time on the Payment Date the Trustee shall deliver to the Master Servicer, to the Certificate Insurer and to the Depositor, by telecopy, a statement (the "Trustee's Report") containing the information set forth below with respect to the succeeding Payment Date: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report Group Available Funds for the subject month, including an average daily rate related Payment Date and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses.Group; (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow Pass-Through Rate for the periods indicated in conformity with GAAP related Payment Date and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer each Class of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineClass A Certificates; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement the Certificate Balance for each Class of profit and loss, a balance sheetClass A Certificates, and statement of cash flows for ERIthe Pool Balance as reported in the prior Trustee's Report pursuant to subclause (xiii) below, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Actor, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each case of the first three (3) Fiscal Quarters Determination Date, the Initial Certificate Balance for each Class of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act Class A Certificates and the Exchange Act, including, but not limited Original Pool Balance with respect to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) beloweach Group; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to each Group, the Facility with respect to such Fiscal Year (number and aggregate Principal Balances of all Mortgage Loans that were the subject to of Principal Prepayments during the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder)Due Period; (v) Prompt Notice with respect to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenanteach Group, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use amount of all or any portion of Curtailments that were received during the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities)Due Period; (vi) Within ten with respect to each Group, the principal portion of all Monthly Payments received during the Due Period; (10vii) Business Days after the end of with respect to each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costGroup, the amount of depreciation interest received on the Mortgage Loans; (viii) with respect to each Group, the amount of the Monthly Advances and any improvements thereto, substantially the Compensating Interest payment to be made on the Determination Date; (ix) the delinquency and foreclosure information set forth in the form attached hereto as Exhibit DJ; (x) the Principal Distribution Amount, with the components thereof stated separately, and such additional customary and reasonable financial information the Interest Distribution Amount, stating separately the components of any Mortgage Loan Interest Shortfall, each with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as Payment Date and each Class of the Commencement DateClass A Certificates; (viixi) Within three (3) Business Days of obtaining actual knowledge with respect to each Group, the amount of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall takeInsured Payments, if any, to remedy such Tenant Event be made on the Payment Date; (xii) the amount to be distributed to the Class R Certificateholders for the Payment Date; (xiii) the Certificate Balance of Default the Class A-1 and Class A-2 Certificates and the Pool Balance with respect to each Group after giving effect to the distribution to be made on the Payment Date; (xiv) with respect to each Group, the weighted average remaining term to maturity of the Mortgage Loans and the weighted average Mortgage Interest Rate; (xv) with respect to each Group, the Servicing Fee and the amount to be paid to the Certificate Insurer pursuant to Section 6.06; (xvi) with respect to each Group, the amount of all payments or such facts or circumstancesreimbursements to the Master Servicer; (xvii) the Pool Factor for Class A-1 and Class A-2 after giving effect to the distribution to be made on the Payment Date, computed to six (6) decimal places; (xviii) with respect to each Group, the amount, if any, transferred from the Simple Interest Excess Sub-Account to the Certificate Account pursuant to Section 6.02 and from the Spread Account to the Certificate Account pursuant to Section 6.11; (xix) the percentage of the Excess Spread used to determine the Monthly Excess Spread Amount, the Excess Spread and the Remainder Excess Spread Amount allocable to Reimbursable Amounts and Class R Certificateholders pursuant to Section 6.06(b), the Spread Account Excess and the allocation of the Spread Account Excess to Reimbursable Amounts, Monthly Advances and Class R Certificateholders pursuant to Section 6.11; (xx) the amounts which are reimbursable to the Master Servicer, pursuant to Sections 6.06(b)(xiii); (viiixxi) Such additional customary with respect to each Group, the number of Mortgage Loans outstanding at the beginning and reasonable financial information at the end of the related Due Period; (xxii) the amounts on deposit in the Spread Account and the Simple Interest Excess Sub-Account and the monthly withdrawals therefrom as to each Group; and (xxiii) with respect to each Group, the number and Principal Balance of all Mortgage Loans that were Liquidated Mortgage Loans during the Due Period. The Trustee shall forward such report to the FacilityCertificateholders, Tenantthe Certificate Insurer, CEOCthe Master Servicer and to Moody's and S&P on the Payment Date. The Trustee may fully rely upox xxx xhall have no liability with respect to information provided by the Master Servicer. To the extent that there are inconsistencies between the Trustee's Report received prior to the Payment Date and the Trustee's Report received on the Payment Date, ERI the Master Servicer, the Depositor and their Affiliates which the Certificate Insurer may rely upon the latter. In the case of information furnished pursuant to subclauses (iii), (x) and (xiii) above, the amounts shall be limited expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-Off Date. (a) Within a reasonable period of time after the end of each calendar year, the Trustee shall furnish to balance sheets each Person who at any time during the calendar year was a Class A Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (vii) and income statements (andx) above, without limitationaggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished by the Trustee to Certificateholders pursuant to any requirements of the Code as are in force from time to time. (b) On each Payment Date, all the Trustee shall forward to the Class R Certificateholders a copy of the reports forwarded to the Class A Certificateholders in respect of such Payment Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Payment Date together with such other information concerning Tenantas the Trustee deems necessary or appropriate. (c) Within a reasonable period of time after the end of each calendar year, CEOCthe Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, ERI and any of their Affiliatesif requested in writing by such Person, respectively, or such information as is reasonably necessary to provide to such Person a statement containing the Facility or the business of Tenant conducted thereat required information provided pursuant to the Fee previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any requirements of the Code as from time to time in force. (d) Upon reasonable advance notice in writing, the Master Servicer will provide to each Class A Certificateholder which is a savings and loan association, bank or insurance company access to information and documentation regarding the Mortgage DocumentsLoans sufficient to permit such Class A Certificateholders to comply with applicable regulations of the Federal Deposit Insurance Corporation or other regulatory authorities with respect to investment in the Class A Certificates. (e) The Master Servicer and the Trustee shall furnish to each Certificateholder and to the Certificate Insurer, within during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be necessary, reasonable, or appropriate with respect to the Certificateholder or the Certificate Insurer, as the case may be, or otherwise with respect to the purposes of this Agreement, all such reports or information to be provided by and in accordance with such applicable timeframes required thereunder)instructions and directions as the Certificateholder or the Certificate Insurer, as the case may be, may reasonably require; provided, that the Master Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder or the Certificate Insurer, as the case may be, for their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in each case as may the ordinary course of their respective businesses or readily obtainable. (f) Reports and computer tapes furnished by the Master Servicer pursuant to this Agreement shall be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder deemed confidential and of a proprietary nature, and shall not be copied or distributed except to the extent required by Section 31.3; (ix) The compliance certificateslaw or to S&P, as Moody's, the Certificate Insurer's reinsurers, parent, regulators, xxxxxxxty providers and when required pursuant auditors, provided that the Certificate Insurer shall attempt in good faith to Section 4.3; (x) The Annual Capital Budget as cause such additional Persons to acknowledge in writing the foregoing restrictions, and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by the purposes and requirements of this Agreement. No Person entitled to receive copies of such reports or tapes or lists of Certificateholders shall use the extent required by Section 23.2(b)information therein for the purpose of soliciting the customers of the Originator or for any other purpose except as set forth in this Agreement.

Statements. Tenant (a) Not later than 11:00 a.m., Illinois time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish or cause deliver to the Securities Administrator by electronic means a computer file containing the information called for by clauses (i) through (xxvi) below as of the end of the preceding Due Period and such other information as the Trustee shall reasonably require. Not later than 4:00 p.m., New York time, three Business Days prior to each Distribution Date, the Securities Administrator shall deliver to the Servicer, the Trustee and the Seller by telecopy, with a hard copy thereof to be delivered on the succeeding Distribution Date, a confirmation of the items in clause (i) below. Not later than two Business Days prior to each Distribution Date the Securities Administrator shall deliver to the Trustee a statement (the "Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the information furnished by the following to LandlordServicer upon which the Securities Administrator and the Trustee shall conclusively rely without independent verification or calculation thereof: (i) On the Available Funds for each Certificate Group and each Class' Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest for each Loan Group paid as principal; (vi) the Servicing Fee; (vii) the Loan Group Balance of each Loan Group and the Pool Balance, in each case as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) whether a Cumulative Loss Event or before twentya Delinquency Event has occurred and is continuing and the calculation thereof; (xi) the number and Principal Balances of all Mortgage Loans in each Loan Group that were the subject of Principal Prepayments during the Due Period; (xii) the amount of all Curtailments in each Loan Group that were received during the Due Period; (xiii) the principal portion of all Monthly Payments in each Loan Group received during the Due Period; (xiv) the interest portion of all Monthly Payments in each Loan Group received on the Mortgage Loans during the Due Period; (xv) for each Certificate Group, the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) the amount to be distributed to the Class P, Class BIO and Class R Certificateholders, respectively for the Distribution Date; (xvii) the weighted average remaining term to maturity of the Mortgage Loans in each Loan Group and the weighted average Loan Rate as of the first day of the month prior to the Distribution Date; (xviii) the amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) the number of Mortgage Loans in each Loan Group outstanding at the beginning and at the end of the related Due Period; (xx) the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Loan Losses and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) for each Loan Group, as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) any LIBOR Carryover distributed and any remaining LIBOR Carryover; (xxiii) for each Loan Group, the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period; (xxiv) the amount of Net Rate Cap Carryover distributed to the Class A-6F Certificates and each Class of Subordinate Certificates and the amount of Net Rate Cap Carryover remaining for each such Class; (xxv) for each Pre-Funding Distribution Date, the amount remaining in the Initial Coverage Account; and (xxvi) for each Pre-Funding Distribution Date, the remaining Allocated Pre-Funded Amount. The Trustee shall forward such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) on the Distribution Date. The Securities Administrator and the Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. The Servicer shall calculate all items in clauses (i) - (xxvi) above. To the extent that there are inconsistencies between the telecopy of the Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Class R Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Securities Administrator or the Trustee or and furnished to Certificateholders by the Trustee pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer, substantially the Securities Administrator and the Trustee shall furnish to each Certificateholder (if requested in writing), during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder may reasonably require; provided that the Servicer, the Securities Administrator and the Trustee shall be entitled to be reimbursed by such Certificateholder for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant law or to the preceding clause (xi), an updated rent roll and a summary Rating Agencies. No Person entitled to receive copies of all leasing activity then taking place at such reports or diskettes or files or lists of Certificateholders shall use the Facility; (xiii) Operating budget information therein for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement purpose of soliciting the customers of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (Seller or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to for any other provision of purpose except as set forth in this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)Agreement.

Statements. Tenant (a) Not later than 12:00 noon, New York time, on each Determination Date, the Master Servicer shall furnish or cause deliver to the Trust Administrator a monthly report (the "Monthly Report") in a form and format mutually agreeable to the Master Servicer and the Trust Administrator containing the information set forth in Exhibit C hereto as to each Mortgage Loan as of the end of the preceding Due Period and such other information as the Trust Administrator shall reasonably require, including, without limitation, all information necessary to enable the Trust Administrator to make the payments required by Section 4.01(a). Each Monthly Report shall be an Officer's Certificate. On the Business Day preceding the Distribution Date, the Trust Administrator shall make available to the Master Servicer and the Depositor, by telecopy, with a hard copy thereof to be furnished delivered on such Distribution Date, a statement (the following "Trust Administrator's Remittance Report") containing the information set forth below with respect to Landlordsuch Distribution Date: (i) On The Available Funds, the Net WAC Cap and, for the Class A-1 Certificates, the Certificate Rate for the related Distribution Date; (ii) The Class Principal Balance, the Pool Principal Balance as reported in the prior Trust Administrator's Remittance Report or, in the case of the first Determination Date, the Original Class Certificate Principal Balance of each Class and the Cut-Off Date Pool Principal Balance; (iii) The aggregate amount of collections received on the Mortgage Loans during the related Due Period, separately stating the amounts received in respect of principal and interest; (iv) The number and Principal Balances of all Mortgage Loans that were the subject of Principal Prepayments during the related Due Period; (v) The amount of all Curtailments that were received during the Due Period; (vi) The principal portion of all Monthly Payments received during the Due Period; (vii) The interest portion of all Monthly Payments received on the Mortgage Loans during the Due Period; (viii) The amount required to be paid by the Originators or before twentythe Seller (reported separately) pursuant to Sections 2.02, 2.04 or 2.06; (ix) The Class A Principal Distribution, the Class M-1 Principal Distribution and Class M-2 Principal Distribution for the related Distribution Date, the portion thereof to be distributed on each Class of Certificates then entitled to distributions of principal and the Class Monthly Interest Distribution Amount for the related Distribution Date to be distributed on each Class of Certificates; (x) The amount, if any, of any Net WAC Carryover and the Outstanding Class Interest Carryover Shortfall for each Class after giving effect to the distributions to be made on the related Distribution Date; (xi) The Class Principal Balance of each Class after giving effect to the distributions to be made on the related Distribution Date; (xii) The weighted average remaining term to maturity of the Mortgage Loans and the weighted average Loan Rate; (xiii) The Servicing Fee to be paid to the Master Servicer; (xiv) The amount of all payments or reimbursements to the Master Servicer pursuant to Section 3.03; (xv) The Overcollateralization Amount, the Overcollateralization Deficiency, the Overcollateralization Release Amount, the Target Overcollateralization Amount and the Remaining Excess Spread for such Distribution Date; (xvi) The number of Mortgage Loans outstanding at the beginning and at the end of the related Due Period; (xvii) The Pool Principal Balance as of the end of the Due Period related to such Distribution Date; (xviii) The number and aggregate Principal Balance of Mortgage Loans (w) as to which the Monthly Payment is delinquent for 30-five 59 days, 60-89 days and 90 or more days, respectively, (25x) days that have become REO Properties, in each case as of the end of the related Due Period, (y) that are in foreclosure and (z) the Mortgagor of which is the subject of any bankruptcy or insolvency proceeding; (xix) The unpaid Principal Balance of all Mortgage Loans that became Liquidated Mortgage Loans during such Due Period; (xx) The Net Liquidation Proceeds received during such Due Period; (xxi) The book value (within the meaning of 12 C.F.R. ss. 571.13 or comparable provision) of any real estate acquired through foreclosure or grant of a deed in lieu of foreclosure; (xxii) Whether a Trigger Event has occurred or is continuing; (xxiii) Such other information as is required by the Code and regulations thereunder to be made available to Holders of the Regular Certificates; (xxiv) For so long as AGFC is the Master Servicer, the Rating Agencies ratings of the long-term unsecured debt of the Master Servicer; (xxv) The amount of Prepayment Interest Shortfalls for the Due Period; (xxvi) The 60+ Delinquency Percentage (Rolling Three Month) as of such Distribution Date; and (xxvii) The number and aggregate Principal Balance of all Mortgage Loans purchased by the Master Servicer pursuant to Section 3.16 for (i) the related Due Period and (ii) for all Due Periods since the Cut-Off Date. The Trust Administrator shall make available such report concurrently with each distribution to the Certificateholders and the Rating Agencies on the related Distribution Date. The Trust Administrator may fully rely upon and shall have no liability with respect to information provided by the Master Servicer. In the case of information furnished pursuant to subclauses (ii), (ix), (x) and (xi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-Off Date. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trust Administrator shall furnish to each Person who at any time during the calendar year was a Certificateholder of a Regular Certificate, if requested in writing by such Person, such information as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information is reasonably necessary and sufficient to fairly represent provide to such Person a statement containing the financial position and results of operations of Tenant during information set forth in subclause (xxiii) above, aggregated for such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trust Administrator shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trust Administrator to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements Within a reasonable period of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount of depreciation and Trust Administrator shall deliver to each Person who at any improvements theretotime during the calendar year was a Transferor, substantially if requested in the form attached hereto as Exhibit Dwriting by such Person, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with necessary to provide to such Person a statement containing the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required provided pursuant to the Fee Mortgage Documents, within previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Transferor. Such obligation of the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which Trust Administrator shall be delivered deemed to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and have been satisfied to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required substantially comparable information shall be prepared and furnished to file such Financial Statements with Certificateholders by the SEC Trust Administrator pursuant to Legal Requirements or (y) include such Financial Statements any requirements of the Code as from time to time in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b)force.

Statements. Tenant shall furnish or cause to be furnished the following statements to Landlord: (i) On (I) In the event that Tenant’s Parent is a reporting company under the Exchange Act, on the earlier of five (5) Business Days following (x) each date specified in the Exchange Act and the SEC’s related rules and regulations (including any additional time permitted under Rule 12b-25 or before twentyany successor provision thereof) that the Tenant’s Parent is required to file SEC Reports (each a “SEC Filing Deadline”) and (y) the date the Tenant’s Parent files its SEC Reports with the SEC or (II) in the event that Tenant’s Parent is not a reporting company under the Exchange Act, no later than five (5) Business Days prior to Landlord REIT’s applicable SEC requirements, if any, to file, or include in any of Landlord REIT’s SEC Reports, Tenant Parent’s Financial Statements: (A) Tenant’s Parent’s Financial Statements required to be included in such SEC Report or the SEC Report containing such Financial Statements; (B) a certificate, executed by a Responsible Officer of the Tenant or Tenant’s Parent certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and status of such default; and (C) (1) with respect to annual Financial Statements, a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s independent registered public accounting firm, which report shall not be subject to any qualification or exception expressing substantial doubt about the ability of the Tenant’s Parent and its subsidiaries to continue as a “going concern” or any exception as to the scope of such audit (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Master Lease in such twelve month period) and that such Financial Statements have been prepared in accordance with GAAP and Tenant’s Parent’s accountants have examined such Financial Statements in accordance with the standards of the PCAOB (or generally accepted auditing standards, if not required to file SEC Reports at such time) and (2) with respect to quarterly Financial Statements, a certificate, executed by a Responsible Officer of the Tenant’s Parent, certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP as at such date and for such period (subject to normal year-end audit adjustments, the absence of footnotes and other informational disclosures customarily omitted from interim financial statements). Financial statements required to be delivered pursuant to this Section 23.1(b)(i) will be deemed delivered to the extent such documents are included in materials filed with the SEC and shall be deemed to have been delivered on the date such documents are publicly available on the SEC’s website; (ii) Within seventy-five (2575) days after the end of each of the Tenant’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2022), (a) a budget and projection by fiscal month for the Fiscal Year in which the budget is delivered, including projected Net Revenue and EBITDAR with respect to each Facility, (b) a budget and projection by fiscal year for the second and third subsequent Fiscal Years, including projected Net Revenue and EBITDAR with respect to each Facility, and (c) a capital budget for each Facility for the Fiscal Year in which the budget is delivered and for the following Fiscal Year; (iii) Within thirty (30) days after the end of each calendar month month, the following items as they pertain to Tenanteach Facility: (A) an occupancy report for the subject monthpercentages, including an average daily rate and revenue per available room for the subject month, and (B) the monthly and year-to-date operating statements prepared for each calendar monthperiod, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant each Facility and its respective Operating Subtenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineperiod; (biv) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within Within sixty (60) days after the end expiration of each any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report, which report shall include an Officer’s Certificate in substantially the form attached hereto as Exhibit H, certifying that the Financial Covenant is in compliance under Section 23.3 together with reasonable detail evidencing such compliance; (v) (a) commercially reasonable efforts to deliver such additional financial information and projections as may be reasonably requested by Landlord, so long as any reasonable out-of-pocket cost of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor Tenant or its Related Persons is not a reporting company under the Exchange Actborne by Landlord, in no event later than five connection with syndications, private placements or public offerings by Landlord of debt securities or loans or equity or hybrid securities and (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (cb) such additional information information, Tenant’s Parent Financial Statements if not otherwise provided pursuant to Section 23.1(b)(i), and unaudited quarterly financial information concerning the Leased Property and Property, Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, Xxxxxx’s Parent as Landlord, PropCo 1, PropCo Landlord or Landlord REIT its Affiliates may require for any ongoing their filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual SEC Reports and registration statements to be filed by Landlord, PropCo 1, PropCo Landlord or Landlord REIT its Affiliates during the Term of this Master Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo Landlord or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadlineSubsidiaries; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (vvi) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way materially adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any material part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances whichUpon request, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would not to be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi)made more than once per fiscal quarter, an updated rent roll and a summary of all leasing activity then taking place at the for each Facility;; and (xiiiviii) Operating budget for Tenant for each Fiscal Year, which shall further agrees to provide the financial and operational reports to be delivered to Landlord no later than fifty-five (55under this Master Lease in such electronic format(s) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may reasonably be reasonably possible)required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and reporting database, such further detailed information reasonably available and (ii) permit Landlord to Tenant calculate any rent, fee or other payments due under Ground Leases. Xxxxxx also agrees that Landlord shall have audit rights with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue such information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(bto confirm Tenant’s compliance with the terms of this Master Lease (including, without limitation, calculation of Net Revenues).

Statements. Tenant (a) For each month during the Term, JCP&L shall furnish prepare and present to NJEA, on or cause before the twentieth (20th) day of the subsequent month, a statement (in $/kWh) for Contract Energy and Capacity delivered to JCP&L during such month in accordance with Article 4 hereof. Such statement shall indicate (1) the total MWhs of Contract Energy and Capacity delivered or supplied during the month, (2) the calculation of the Energy Price for such Contract Energy and any Delivery Point Adjustment applicable in respect of such month pursuant to Section 3.8(f) hereof and (3) any applicable credits or amounts payable to either Party pursuant to Sections 3.6, 3.7, 4.1, and 5.2 hereof or any other provision of this Agreement. All invoices and statements for amounts payable by one Party to the other Party under this Agreement shall be furnished the following to Landlord:in $/kWh. (ib) On or before twenty-five the fifteenth (2515th) days after day following the end of each month during the Term, NJEA shall provide written notice to JCP&L of the amount of Contract Energy delivered to JCP&L hereunder during the preceding month that was delivered from sources other than the Facility. On or before the fifteenth (15th) day following the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT year during the Term of this Lease(or partial calendar year, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (iapplicable), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and NJEA shall provide in substance that written notice to JCP&L of the amount of Contract Energy delivered to JCP&L hereunder during the preceding calendar year (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries or partial calendar year, as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (bapplicable) that was delivered from sources other than the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require Facility. If for any ongoing filings with or reports to calendar year (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised the first and last partial calendar years of (1the Term) the status product of any annual or other periodic Gaming License renewals, and (2) the status JCP&L Discount multiplied by the number of non-routine matters before any applicable gaming authorities, and (B) promptly deliver MWhs of Contract Energy delivered to Landlord copies of any and all non-routine notices received JCP&L hereunder during such calendar year (or sentpartial calendar year, as applicable) by Tenant or on behalf of NJEA from (sources other than the Facility is greater than the Minimum Energy Price Discount for such calendar year, then such difference shall be deducted from the amount payable by JCP&L hereunder for the next succeeding month or to) any Gaming Authorities); (vi) Within ten (10) Business Days after in the case of the last year of the Term, the end of each Term invoice for Contract Energy delivered for the last month of the Term (which month could be a full or partial calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by and to the extent required by Section 23.2(b).

Statements. Tenant (a) Not later than 1:00 p.m., California time, on the fifth Business Day prior to each Distribution Date, the Servicer shall furnish or cause deliver to the Trustee by electronic modem a computer file containing the information called for by clauses (i) through (xxv) below as of the end of the preceding Due Period and such other information as the Trustee shall reasonably require. Not later than 1:00 p.m., California time, on each Determination Date, the Trustee shall deliver to the Servicer, the Certificate Insurer and the Seller by telecopy, with a hard copy thereof to be delivered on the succeeding Distribution Date, a confirmation of the items in clause (i) below. Not later than one Business Day prior to each Distribution Date the Trustee shall deliver a statement (the "Trustee's Remittance Report") containing the information set forth below with respect to such Distribution Date, which information shall be based upon the information furnished by the following to LandlordServicer upon which the Trustee shall conclusively rely without independent verification or calculation thereof: (i) On The Available Funds for each Certificate Group and each Class's Certificate Rate for the related Distribution Date; (ii) the aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest for each Loan Group paid as principal; (vi) the Servicing Fee, the Premium Amount and the Reimbursement Amount; (vii) the Loan Group Balance of each Loan Group and the Pool Balance, in each case as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) the Overcollateralization Amount and the Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) the amount of the Insured Payments, if any, to be made on such Distribution Date; (xi) The number and Principal Balances of all Mortgage Loans in each Loan Group that were the subject of Principal Prepayments during the Due Period; (xii) The amount of all Curtailments in each Loan Group that were received during the Due Period; (xiii) The principal portion of all Monthly Payments in each Loan Group received during the Due Period; (xiv) The interest portion of all Monthly Payments in each Loan Group received on the Mortgage Loans during the Due Period; (xv) For each Certificate Group, the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) The amount to be distributed to the Class R Certificateholders for the Distribution Date; (xvii) The weighted average remaining term to maturity of the Mortgage Loans in each Loan Group and the weighted average Loan Rate; (xviii) The amount of all payments or before twentyreimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) The number of Mortgage Loans in each Loan Group outstanding at the beginning and at the end of the related Due Period; (xx) The amount of Liquidation Loan Losses experienced during the preceding Due Period and the Loan Losses and the Cumulative Net Losses as a percentage of the Cut-five Off Date Pool Balance; (25xxi) For each Loan Group, as of the end of the preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90 or more days delinquent (including the number and Principal Balance of Mortgage Loans which are in foreclosure; the number and Principal Balance of Mortgage Loans in bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO Property, each separately set forth); (xxii) any LIBOR Carryover distributed and any remaining LIBOR Carryover; (xxiii) For each Loan Group, the number and aggregate Principal Balance of Mortgage Loans, other than Mortgage Loans in default or imminent default, that were modified by the Servicer during the related Due Period; (xxiv) For each Pre-Funding Distribution Date, the remaining Allocated Pre-Funded Amount; and (xxv) The amount of Class B Cap Carryover distributed to the Class B Certificates and the amount of Class B Cap Carryover remaining. The Trustee shall forward such report to the Servicer, the Seller, the Certificate Insurer, the Certificateholders, the Rating Agencies, Bloomberg (at 499 Park Avenue, New York, New York 10022, Attention: Mike Geller) xxx Xxxxx Xxxxxxxxx (xx 00 Xxxxxxxx Xxxxxe, Needham, Mxxxxxxxxxxxs 02144, Attention: Harold Xxxxxxxx) xx xxx Xxxxxxxxxxxx Xxxx; xxxxxxxx, xowever, that xxx Xxxxxxx xxxll remove from the report the Premium Amount to be paid to the Certificate Insurer prior to the submission to Bloomberg and Intex Solutions. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. The Servicer shall calculate all items in clauses (i) - (xxv) above. To the extent that there are inconsistencies between the telecopy of the Trustee's Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. (b) Within a reasonable period of time after the end of each calendar month year, the following items Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as they pertain is reasonably necessary to Tenant: provide to such Person a statement containing the information set forth in subclauses (Aiii) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (Biv) monthly and year-to-date operating statements prepared above, aggregated for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing year or applicable portion thereof during which such Person was a comparison Certificateholder. Such obligation of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report Trustee shall be unqualified as deemed to scope of audit of CEOC have been satisfied to the extent that substantially comparable information shall be prepared and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed furnished by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and Trustee to Certificateholders pursuant to any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each requirements of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, Code as are in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; andforce from time to time. (c) such additional information and unaudited quarterly financial information concerning On each Distribution Date, the Leased Property and Tenant, which information Trustee shall be limited forward to balance sheets, income statements, and statements the Class R Certificateholders a copy of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or the reports forwarded to (i) the SEC under both Holders of the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including Regular Certificates in respect of Landlord REIT’s qualification such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as a REIT) and (iii) any other federal, state the Trustee deems necessary or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) belowappropriate. (iii) As to ERI: (a) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vid) Within ten (10) Business Days a reasonable period of time after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical costyear, the amount Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of depreciation the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any improvements theretorequirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to each Certificateholder and to the Certificate Insurer (if requested in writing), substantially in during the form attached hereto term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as Exhibit Dshall be necessary, and such additional customary and reasonable financial information or appropriate with respect to the Certificateholder or to the Certificate Insurer or otherwise with respect to the purposes of this Agreement, all such fixed assets constituting Leased Property as is reasonably requested reports or information to be provided by Landlord, it being understood that Tenant may classify any asset additions and in accordance with such applicable instructions and directions (if requested in writing) as the fixed asset methodology Certificateholder or the Certificate Insurer may reasonably require; PROVIDED that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder or the Certificate Insurer for propco-opco separation used as their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the ordinary course of the Commencement Date;their respective businesses or readily obtainable. (viif) Within three (3) Business Days of obtaining actual knowledge of Reports and computer diskettes or files furnished by the occurrence Servicer pursuant to this Agreement shall be deemed confidential and of a Tenant Event of Default (proprietary nature, and shall not be copied or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder distributed except to the extent required by Section 31.3; (ix) The compliance certificates, as law or for the internal use of the Certificate Insurer and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant its counsel or to the preceding clause (xi)Rating Agencies, an updated rent roll the Certificate Insurer's reinsurers, parent, regulators, liquidity providers and a summary of all leasing activity then taking place at auditors, PROVIDED that the Facility; (xiii) Operating budget for Tenant for each Fiscal YearCertificate Insurer shall attempt in good faith to cause such additional Persons to acknowledge in writing the foregoing restrictions, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; and (xx) On an annual basis, a detailed reconciliation of the financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the SEC if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a financing contemplated by the purposes and requirements of this Agreement. No Person entitled to receive copies of such reports or diskettes or files or lists of Certificateholders shall use the extent required by Section 23.2(b)information therein for the purpose of soliciting the customers of the Seller or for any other purpose except as set forth in this Agreement.