Common use of Financial and Business Information Clause in Contracts

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, deliver to the Administrative Agent and the Banks, at Borrower's sole expense: (a) As soon as practicable, and in any event within 60 days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarter, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to each holder of Notes that is an Institutional Investor (and for purposes of this Agreement the Administrative Agent and information required by this Section 7.1 shall be deemed delivered on the Banks, at Borrower's sole expense: date of delivery of such information or in the case of any such information being filed on SEDAR or XXXXX the date on which notice of such filing is provided to such holders of Notes): (a) As soon as practicable, Interim Statements -- promptly after the same are available and in any event within 60 days after the end of each of the first three Fiscal Quarter (other than the fourth Fiscal Quarter in any Quarters of each Fiscal Year), duplicate copies of (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter period; and the consolidated statement of operations for each Fiscal Quarter, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter and 15 (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flowsflows of the Company and its Subsidiaries, for such period and (in the case of the second and third quarters) for the portion of the Fiscal Year ending with such quarter; setting forth in each case in comparative form the figures for (x) in the case of Borrower and its Subsidiaries for such clause (a)(i) above, the previous Fiscal Year end and (iiy) consolidating in the case of clause (a)(ii) above, the corresponding period in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the previous Fiscal Year, all in reasonable detail. Such financial statements shall be , prepared in accordance with Generally Accepted Accounting Principles, consistently appliedGAAP applicable to interim financial statements generally, and such consolidated balance sheet and consolidated statements shall be accompanied certified by a report Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and opinion their results of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banksoperations and cash flows, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the changes resulting from year-end of such Fiscal Year adjustments; (which shall accompany such certificateb) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that Annual Statements -- promptly after the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, are available and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 120 days after the end of each Fiscal QuarterYear, duplicate copies of (i) a written reportconsolidated balance sheet of the Company and its Subsidiaries as at the end of such year; (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such year; and setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent chartered accountants of recognized international standing, which opinion shall state that such consolidated financial statements present fairly, in form all material respects, the financial position of the Company and detail mutually acceptable to Borrower its Subsidiaries, and the Administrative Agent, with a narrative report describing the results of their operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments madetheir cash flows in accordance with GAAP, and reasonably anticipated to be made, with respect thereto; (g) Promptly after that the same are available, copies examination of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) accountants in connection with any Pension Plan or any trust created thereundersuch financial statements has been made in accordance with generally accepted auditing standards, telephonic notice specifying and that such audit provides a reasonable basis for such opinion in the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect theretocircumstances; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2c)

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Constituent Companies shall deliver to the Administrative Agent each Purchaser and the Banks, at Borrower's sole expenseeach holder of a Note that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements — within 60 days (oror, solely during the Covenant Relief Period, within 75 days if the SEC extends the time for quarterly filing past such date for public companies generally (or, in each case, such shorter period as is the earlier of (x) 155 days greater than the period applicable to the filing of the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date), after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Parent Guarantor (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), (i) the duplicate copies of, a consolidated balance sheet of Borrower the Parent Guarantor and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement consolidated statements of income, changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower the Parent Guarantor as fairly presenting presenting, in all material respects, the financial condition, position of the companies being reported on and their results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periodsflows, subject only to normal changes resulting from year-end accruals and audit adjustments; Annual Statements — within 105 days (boror, solely during the Covenant Relief Period, within 150 days if the SEC extends the time for annual filing past such date for public companies generally (or, in each case, such shorter period as is the earlier of (x) As soon as practicable, and in any event within 60 155 days after greater than the end period applicable to the filing of the fourth Fiscal Quarter in a Fiscal Year, a Certificate Parent Guarantor’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of a Responsible Official setting forth whether the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as Parent Guarantor is subject to the calculation thereof, filing requirements thereof and (y) the date by which calculations shall be based on the preliminary unaudited such financial statements of Borrower and its Subsidiaries for are required to be delivered under any Material Credit Facility or the date on which such Fiscal Quarter; (c) As soon as practicablecorresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date), and in any event within 100 days after the end of each Fiscal Yearfiscal year of the Parent Guarantor, (i) the duplicate copies of, a consolidated balance sheet of Borrower the Parent Guarantor and its Subsidiaries as at the end of such Fiscal Year year, and the ​ consolidated statements of operationsincome, changes in shareholders' ’ equity and cash flows, in each case flows of Borrower the Parent Guarantor and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operationsyear, setting forth in each case as at and in comparative form the figures for the Fiscal Yearprevious fiscal year, all in reasonable detail. Such financial statements shall be , prepared in accordance with Generally Accepted Accounting Principles, consistently appliedGAAP, and such consolidated balance sheet and consolidated statements shall be accompanied by an opinion thereon (without a report “going concern” or similar qualification or exception and opinion of Arthur Andersen LLP without any qualification or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions exception as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests on which such opinion is based) of the Banks. Such accountants' report and independent public accountants of recognized national standing, which opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of state that such financial statements and such report, such accountants have obtained no knowledge of any Default or, ifpresent fairly, in all material respects, the opinion financial position of such accountants, any such Default shall exist, stating the nature companies being reported upon and status their results of such Defaultoperations and cash flows and have been prepared in conformity with GAAP, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention examination of such accountants in the course of connection with such examination financial statements has been made in accordance with generally accepted auditing standards, and that would cause them to believe that the same were not calculated by Borrower such audit provides a reasonable basis for such opinion in the manner prescribed circumstances; SEC and Other Reports — promptly upon their becoming available, one copy of (1) each financial statement, report, notice, proxy statement or similar document sent by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower Parent Guarantor or any of Subsidiary (i) to its Subsidiaries, or creditors under any audit of any of them; Material Credit Facility (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication information sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required Bank Agent pursuant to file with the Securi- ties and Exchange Commission under Sections 13 or 15(dSection 9.4(e) of the Bank Credit Agreement but excluding information sent to such creditors in the ordinary course of administration of a credit facility, such as information relating to pricing and borrowing availability) or (ii) to its public Securities Exchange Act holders generally, and (2) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), each proxy statement and each prospectus and all amendments thereto filed by the Parent Guarantor or any Subsidiary with the SEC and of 1934 all press releases and not otherwise required to be delivered other statements made available generally by the Parent Guarantor or any Subsidiary to the Banks pursuant to other provisions public concerning developments that are Material; Notice of this Section; (h) Promptly after the same are available, copies Default or Event of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming awareDefault — promptly, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days days after a Senior Responsible Officer becomes of either Constituent Company becoming aware of the existence of (1) any condition Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), or (2) any event which constitutes a Defaultor which with the passage of time, telephonic notice specifying the nature and period giving of existence thereof, and, no more than two Banking Days after such telephonic notice, or otherwise, would constitute a default or event of default by either Constituent Company, any Subsidiary Guarantor, any Grantor or any other Subsidiary under any Material Contract or the Bank Credit Agreement, a written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries the Constituent Companies are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2;

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements - within 60 days after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of, (i) the a consolidated balance sheet of Borrower the Company and its Restricted Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial conditionposition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements - within 120 days after the end of each fiscal year of the Company, duplicate copies of, (i) a consolidated balance sheet of the Company and its Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by: (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of Borrower and its Subsidiaries such accountants in connection with such financial statements has been made in accordance with Generally Accepted Accounting Principles (other than footnote disclosures)generally accepted auditing standards, consistently applied, as at and that such date and audit provides a reasonable basis for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicableopinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event within 60 days after that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the end nature and period of the fourth Fiscal Quarter existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared making an audit in accordance with generally accepted auditing standards as at or did not make such datean audit), and shall not be subject to any qualifications or exceptions as to provided that the scope delivery within the time period specified above of the audit nor Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to any other qualification or exception determined by shareholders, if any, prepared pursuant to Rule 14a-3 under the Requisite Banks Exchange Act) prepared in their good faith business judgment to be adverse to accordance with the interests of requirements therefor and filed with the Banks. Such accountants' report Securities and opinion Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be accompanied by a certificate stating that, in making deemed to satisfy the examination pur- suant to generally accepted auditing standards necessary for the certification requirements of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under this Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement7.1(b); (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2c)

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Obligors shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements — within 60 days after the end of each Fiscal Quarter quarter in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarter of each such fiscal year), duplicate copies of: (i) consolidated and consolidating balance sheets of the consolidated balance sheet of Borrower Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter and (ii) the consolidated and consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such quarter and for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarterquarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower the Company as fairly presenting presenting, in all material respects, the financial condition, position of the companies being reported on and their results of operations and cash flows flows, subject to changes resulting from year-end adjustments, provided that if, as of Borrower the end of the fiscal period being reported upon, (A) the aggregate assets of the Company and its Restricted Subsidiaries (excluding the investment in, or assets or operations of, any Unrestricted Subsidiaries) constitute not less than 90% of consolidated assets of the Company and all Subsidiaries as of the end of the fiscal period being reported upon and (B) the gross revenues of the Company and its Restricted Subsidiaries (excluding revenues of any Unrestricted Subsidiaries except to the extent actually remitted to the Company or any Restricted Subsidiary) constitute at least 90% of consolidated gross revenues of the Company and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures)for the 12 month period ending on the last day of the fiscal period being reported upon, consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event delivery within 60 days after the end of the fourth Fiscal Quarter each quarterly fiscal period in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as each fiscal year of the last day Company of such Fiscal Quarter, copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and providing reasonable detail as to filed with the calculation thereof, which calculations SEC shall be based on deemed to satisfy the preliminary unaudited financial statements requirements of Borrower and its Subsidiaries for such Fiscal Quarterthis Section 7.1(a); (cb) As soon as practicable, and in any event Annual Statements — within 100 105 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope fiscal year of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the BanksCompany, duplicate copies of: -14- Cabela’s Incorporated, et al. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Note Purchase Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent each Purchaser and the Banks, at Borrower's sole expenseeach holder of a Note that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements — within 60 days after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), copies of (i1) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (2) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial condition, position of the companies -14- being reported on and their results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periodsflows, subject only to normal changes resulting from year-end accruals adjustments and audit adjustmentsthe absence of footnotes, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10‑Q if it shall have timely made such Quarterly Report on Form 10‑Q available on “XXXXX” and available through the Company’s website (at the date of this Agreement located at: http//xxx.xx.xxx) (such availability thereof being referred to as “Electronic Delivery”); (b) As soon as practicable, and in any event Annual Statements — within 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 105 days after the end of each Fiscal Yearfiscal year of the Company, copies of (i1) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Year year, and the (2) consolidated statements of operationsincome, changes in shareholders' ’ equity and cash flows, in each case flows of Borrower the Company and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operationsyear, setting forth in each case as at and in comparative form the figures for the Fiscal Yearprevious fiscal year, all in reasonable detail. Such financial statements shall be , prepared in accordance with Generally Accepted Accounting Principles, consistently appliedGAAP, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and an opinion thereon of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banksnational standing, which report and opinion shall be not contain a “going concern” or scope or like limitation and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards as at such datestandards, and shall not be subject to any qualifications or exceptions as to that such audit provides a reasonable basis for such opinion in the scope circumstances, provided that the delivery within the time period specified above of the audit nor Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to any other qualification or exception determined by shareholders, if any, prepared pursuant to Rule 14a-3 under the Requisite Banks Exchange Act) prepared in their good faith business judgment to be adverse to accordance with the interests of requirements therefor and filed with the Banks. Such accountants' report and opinion SEC shall be accompanied by a certificate stating thatdeemed to satisfy the requirements of this Section 7.1(b), in making provided further, that the examination pur- suant Company shall be deemed to generally accepted auditing standards necessary for the certification have made such delivery of such financial statements and such report, such accountants Annual Report on Form 10-K if it shall have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreementtimely made Electronic Delivery thereof; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2c)

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent each Purchaser and the Banks, at Borrower's sole expenseeach holder of a Note that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of, (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with SEC requirements applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial condition, position of the companies being reported on and their results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periodsflows, subject only to normal changes resulting from year-end accruals adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and audit adjustmentsfiled with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); (b) As soon Annual Statements — within 105 days (or such shorter period as practicable, and in any event within 60 is the earlier of (x) 15 days after greater than the end period applicable to the filing of the fourth Fiscal Quarter in a Fiscal Year, a Certificate Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of a Responsible Official setting forth whether the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as Company is subject to the calculation thereof, filing requirements thereof and (y) the date by which calculations shall be based on the preliminary unaudited such financial statements of Borrower and its Subsidiaries for are required to be delivered under any Material Credit Facility or the date on which such Fiscal Quarter; (ccorresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) As soon as practicable, and in any event within 100 days after the end of each Fiscal Yearfiscal year of the Company, duplicate copies of (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereofyear, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements - within 60 days after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of: (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial conditionposition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a), so long as such quarterly financial statements reflect the financial information described in the foregoing clauses (a)(i) and (ii) for the fiscal quarter to which any such filing relates; (b) Annual Statements - within 105 days after the end of each fiscal year of the Company, duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at as the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by: (1) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of Borrower and its Subsidiaries such accountants in connection with such financial statements has been made in accordance with Generally Accepted Accounting Principles (other than footnote disclosures)generally accepted auditing standards, consistently applied, as at and that such date and audit provides a reasonable basis for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicableopinion in the circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event within 60 days after that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the end nature and period of the fourth Fiscal Quarter existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared making an audit in accordance with generally accepted auditing standards as at or did not make such datean audit), and shall not be subject to any qualifications or exceptions as to provided that the scope delivery within the time period specified above of the audit nor Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to any other qualification or exception determined by shareholders, if any, prepared pursuant to Rule 14a-3 under the Requisite Banks Exchange Act) prepared in their good faith business judgment to be adverse to accordance with the interests of requirements therefor and filed with the Banks. Such accountants' report Securities and opinion Exchange Commission, together with the accountant's certificate described in clause (2) above, shall be accompanied by a certificate stating thatdeemed to satisfy the requirements of this Section 7.1(b), in making so long as such annual reports contain the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, information described in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year foregoing clauses (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used thereinb)(i) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 for the fiscal year to which they relate and are accompanied by the reports of the Code) Company's independent public accountants referred to in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect theretothis Section 7.1(b); (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2c)

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company will deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements -- within 60 days after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), (i) the duplicate copies of, a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and consolidated statements of earnings and stockholders’ equity of the Company and its statement Subsidiaries for such quarter and (in the case of cash flows the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter quarter, and (ii) consolidated statements of cash flows of the consolidating Company and its Subsidiaries for such quarter or (in accordance with past consolidating practices the case of Borrowerthe second and third quarters) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarterquarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial conditioncondition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); Annual Statements -- within 105 days after the end of each fiscal year of the Company, duplicate copies of, a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and consolidated statements of income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial condition of the companies being reported upon and their results of operations and cash flows of Borrower and its Subsidiaries have been prepared in accordance conformity with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicableGAAP, and in any event within 60 days after that the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day examination of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited accountants in connection with such financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared has been made in accordance with generally accepted auditing standards as at such datestandards, and shall not be subject to any qualifications or exceptions as to that such audit provides a reasonable basis for such opinion in the scope circumstances, provided that the delivery within the time period specified above of the audit nor Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); Unrestricted Subsidiaries -- if, at the time of delivery of any other qualification financial statements pursuant to Section 7.1(a) or exception determined by (b), Unrestricted Subsidiaries account for more than 10% of (i) the Requisite Banks in their good faith business judgment to be adverse to the interests consolidated total assets of the Banks. Such accountants' report Company and opinion shall be accompanied by a certificate stating that, its Subsidiaries reflected in making the examination pur- suant to generally accepted auditing standards necessary for the certification of balance sheet included in such financial statements or (ii) the consolidated revenues of the Company and such report, such accountants have obtained no knowledge of any Default or, if, its Subsidiaries reflected in the opinion consolidated statement of income included in such accountantsfinancial statements, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations an unaudited balance sheet for all Unrestricted Subsidiaries taken as whole as at the end of the fiscal period included in such Fiscal Year (which shall accompany financial statements and the related unaudited statements of income, stockholders’ equity and cash flows for such certificate) under Section 6.10 and Sections 6.12 through 6.15Unrestricted Subsidiaries for such period, have read together with consolidating statements reflecting all eliminations or adjustments necessary to reconcile such Sections (including the definitions of all defined terms used therein) and that nothing has come group financial statements to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and financial statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower Company and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2;

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements within 60 days after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of: (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial conditionposition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy all of the requirements of this Section 7.1(a); (b) Annual Statements within 105 days after the end of 19 each fiscal year of the Company, duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by: (1) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of Borrower and its Subsidiaries such accountants in connection with such financial statements has been made in accordance with Generally Accepted Accounting Principles (other than footnote disclosures)generally accepted auditing standards, consistently applied, as at and that such date and audit provides a reasonable basis for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicableopinion in the circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in conducting their customary audit, they have become aware of any condition or event within 60 days after that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the end nature and period of the fourth Fiscal Quarter existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared making an audit in accordance with generally accepted auditing standards as at or did not make such datean audit), provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (2) above, shall be deemed to satisfy the requirements of this Section 7.1(b); (c) SEC and Other Reports promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, (ii) each regular or periodic report filed with the Securities and 20 Exchange Commission, and shall not be subject to all press releases and other statements made available generally by the Company or any qualifications or exceptions as Subsidiary to the scope public concerning developments that are Material and (iii) prompt written notice and sufficient information relating to the filing of the audit nor to any other qualification or exception determined each registration statement and each prospectus and all amendments thereto filed by the Requisite Banks in their good faith business judgment to be adverse to Company or any Subsidiary with the interests of the Banks. Such accountants' report Securities and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this AgreementExchange Commission; (d) As soon as practicable, and in any event within 100 days after the commencement Notice of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement Default or Event of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming awareDefault promptly, and in any event within five (5) Banking Days days after a Responsible Officer becoming aware, aware of the occurrence existence of any (i) "reportable event" (as such term is defined Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder11(f), telephonic a written notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries the Company is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (ke) As soon as practicableERISA Matters promptly, and in any event within two Banking Days five days after a Senior Responsible Officer becomes becoming aware of any of the existence of any condition or event which constitutes following, a Default, telephonic written notice specifying setting forth the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower the action, if any, that the Company or any of its Restricted Subsidiaries are taking or propose an ERISA Affiliate proposes to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that : (i) any Person commenced a legal proceeding with respect to any Plan, any reportable event, as defined in Section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a claim against Borrower trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; (f) Notices from Governmental Authority promptly, and in any event within 30 days of receipt thereof, copies of any 21 notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and (g) Requested Information with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Restricted Subsidiaries that is $5,000,000 or more in excess relating to the ability of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor Company to perform its obligations hereunder and under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information Notes as from time to time may be reasonably requested by any Creditor through such holder of Notes, including without limitation, such information as is required by SEC Rule 144A under the Administrative AgentSecurities Act to be delivered to the prospective transferee of the Notes, but excluding, so long as no Default or Event of Default exists, projections and confidential data or information of a technical or scientific nature which does not relate directly to the business, operations, affairs, financial conditions, assets or properties of the Company or any of its Subsidiaries or to the ability of the Company to perform its obligations hereunder and under the Notes. 7.2.

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicableQuarterly Statements promptly, and in any event event, within 60 days after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of, (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial conditionposition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Companys Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section7.1(a); (b) Annual Statements promptly, and in any event, within 105 days after the end of each fiscal year of the Company, duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows of Borrower and its Subsidiaries have been prepared in accordance conformity with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicableGAAP, and in any event within 60 days after that the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day examination of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited accountants in connection with such financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared has been made in accordance with generally accepted auditing standards as at such datestandards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Companys Annual Report on Form 10-K for such fiscal year (together with the Companys annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall not be subject deemed to satisfy the requirements of this Section7.1(b); (c) SEC and Other Reports promptly upon their becoming available, one copy of (i)each financial statement, report, notice or proxy statement sent by the Company or any qualifications Subsidiary to public securities holders generally, (ii)each regular or exceptions periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission, and (iii)a copy of each Annual Report of each of Elizabethtown Water Company and The Mount Hxxxx Water Company delivered to the scope New Jersey Board of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this AgreementPublic Utilities; (d) As soon as practicable, and in any event within 100 days after the commencement Notice of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement Default or Event of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming awareDefault promptly following, and in any event within five (5) Banking Business Days after a Responsible Officer becoming awareaware of, of the occurrence existence of any (i) "reportable event" (as such term is defined in Section 4043 Default or Event of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunderDefault, telephonic a written notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries the Company is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (ke) As soon as practicableERISA Matters promptly, and in any event within two Banking five Business Days after a Senior Responsible Officer becomes becoming aware of, any of the existence of any condition or event which constitutes following, a Default, telephonic written notice specifying setting forth the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower the action, if any, that the Company or any of its Restricted Subsidiaries are taking or propose an ERISA Affiliate proposes to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that : (i) any Person commenced a legal proceeding with respect to any Plan, any reportable event, as defined in section4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as then in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section4042 of ERISA for the termination of, or the appointment of a claim against Borrower trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and (f) Requested Information with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Restricted Subsidiaries that is $5,000,000 or more in excess relating to the ability of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor Company to perform its obligations hereunder and under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information Notes as from time to time may be reasonably requested by any Creditor through the Administrative Agentsuch holder of Notes. 7.2Section7.2.

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Obligors shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements - within 60 days after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of: (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial conditionposition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements - within 105 days after the end of each fiscal year of the Company, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows of Borrower and its Subsidiaries have been prepared in accordance conformity with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicableGAAP, and in any event within 60 days after that the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day examination of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited accountants in connection with such financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared has been made in accordance with generally accepted auditing standards as at such datestandards, and shall not be subject to any qualifications or exceptions as to that such audit provides a reasonable basis for such opinion in the scope circumstances, provided that the delivery within the time period specified above of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary Company's Annual Report on Form 10-K for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year fiscal year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection together with the accounts or books of Borrower or any of its SubsidiariesCompany's annual report to shareholders, or any audit of any of them; (fif any, prepared pursuant to Rule 14a-3 under the Exchange Act) As soon as practicable, and prepared in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file accordance with the Securi- ties requirements therefor and filed with the Securities and Exchange Commission under Sections 13 or 15(d) of shall be deemed to satisfy the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions requirements of this SectionSection 7.1(b); (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2c)

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent Prudential and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As Quarterly Statements -- as soon as practicable, available and in any event within 60 forty-five (45) calendar days after the end of each Fiscal Quarter of the first three (other than 3) fiscal quarters in each fiscal year of the fourth Fiscal Quarter in any Fiscal Year)Company, (i) financial statements of the Company, consisting of a consolidated balance sheet as of Borrower and its Subsidiaries as at the end of such Fiscal Quarter fiscal quarter and the related consolidated statement statements of operations for each Fiscal Quarterincome, stockholders' equity and its statement of cash flows for the portion of fiscal quarter then ended and the Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarterfiscal year through that date, all in reasonable detail. Such financial statements shall be detail and certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments) by a Senior Financial Officer of the Company as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year; (b) As Annual Statements -- as soon as practicable, available and in any event within 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; ninety (c90) As soon as practicable, and in any event within 100 days after the end of each Fiscal Yearfiscal year of the Company, (i) financial statements of the Company consisting of a consolidated balance sheet as of Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year, and the related consolidated statements of operationsincome, shareholdersstockholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and flows for the Fiscal Yearfiscal year then ended, all in reasonable detail. Such detail and setting forth in comparative form the financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently appliedas of the end of and for the preceding fiscal year, and such consolidated balance sheet and consolidated statements shall be accompanied certified by a report and opinion firm of Arthur Andersen LLP or other independent certified public accountants of nationally recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory the Company, which certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the Requisite Banksextent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, which the audit report and opinion shall be prepared in accordance with generally accepted auditing standards of any such accounting firm may contain a qualification or exception as at to scope of such date, consolidated financial statements as they relate to such components) and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of indicate the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any event, condition or event contingency which constitutes a Defaultwould materially impair the prospect of payment or performance of any covenant, telephonic notice specifying the nature and period agreement or duty of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any Obligor under any of its Restricted Subsidiaries are taking or propose to take with respect theretothe Financing Documents; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2c)

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, deliver to the Administrative Agent and the Banks, at Borrower's sole expense: (a) As soon as practicable, and in any event within 60 days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarter, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Total Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated con- solidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory and reasonably satisfactory to the Requisite BanksRequisxxx Xxnxx, which xxxxh report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 6.11 and Sections 6.12 through 6.156.12, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event (i) within 30 days after the end of the first three Fiscal Quarters in each Fiscal QuarterYear, and (ii) 60 days after the end of the fourth Fiscal Quarter in each Fiscal Year, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of development of each New VentureVenture Entity, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties Securities and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower Bor- rower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 10,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease lease, which claim is in excess of $5,000,000 10,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, deliver Deliver to the Administrative Agent and the Banks, at Borrower's sole expenseBank: (a) As soon as practicable, and in any event within 60 Within forty-five (45) days after the end close of each of the first three Fiscal Quarters of each Fiscal Quarter (other than Year of the fourth Fiscal Quarter in any Fiscal Year)Borrower, (i) the a consolidated balance sheet of the Borrower and its Subsidiaries as at of the end close of such Fiscal Quarter and the consolidated statement statements of operations for each Fiscal Quarter, income and its statement of cash flows for the Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarterthen ended, all in reasonable detail. Such detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial statements shall be position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by a Senior Officer the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) days after the close of Borrower as fairly presenting each Fiscal Year of the financial conditionBorrower, results an audited consolidated balance sheet of operations and cash flows of the Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day close of such Fiscal Quarter, Year and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and then ended, including the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Yearnotes to each, all in reasonable detail. Such financial statements shall be detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public accountant reasonably acceptable to the Bank, in accordance with Generally Accepted Accounting Principles, consistently appliedGAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and thereon by such certified public accountant containing an opinion of Arthur Andersen LLP that is not qualified with respect to scope limitations imposed by the Borrower or other independent public accountants of recognized standing selected its Subsidiaries or with respect to accounting principles followed by the Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared or its Subsidiaries not in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2GAAP;

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach Holder of a Bond that is an Institutional Investor: (a) As soon Quarterly Statements — within sixty (60) days (or such shorter period as practicable, is the earlier of (x) fifteen (15) days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within 60 days Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of, (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial condition, position of the companies being reported on and their results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periodsflows, subject only to normal changes resulting from year-end accruals and audit adjustments; (b) As soon Annual Statements — within one hundred five (105) days (or such shorter period as practicable, and in any event within 60 days after applicable to the end filing of the fourth Fiscal Quarter in a Fiscal Year, a Certificate Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of a Responsible Official setting forth whether the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as Company is subject to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days filing requirements thereof after the end of each Fiscal Yearfiscal year of the Company, duplicate copies of (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Year year, and the (ii) consolidated statements of operationsincome, changes in shareholders' ’ equity and cash flows, in each case flows of Borrower the Company and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2year,

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements - within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Quarterly Report on Form 10-Q (the "Form 10-Q") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), (i) the duplicate copies of, a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the quarter, a consolidated statement schedule of operations for each Fiscal Quarter, and its statement of cash flows for the portion investments of the Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower Company and its Subsidiaries as at the end of such Fiscal Year and quarter (the "Quarterly Schedule of Investments"), consolidated statements of operations, shareholders' equity and cash flows, in each case operations of Borrower the Company and its Subsidiaries for such Fiscal Year quarter and (iiin the case of the second and third quarters) consolidating (in accordance for the portion of the fiscal year ending with past consolidating practices of Borrower) balance sheets such quarter, and consolidated statements of operationschanges in net assets and cash flows of the Company and its Subsidiaries for the portion of the fiscal year ending with such quarter, setting forth, in each the case as at of clauses (1), (3) and (4) of this Section 7.1(a), in comparative form the figures for the Fiscal Yearcorresponding periods in the previous fiscal year, all in reasonable detail. Such financial statements shall be , prepared in accordance with Generally Accepted Accounting Principles, consistently appliedGAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC together with the Quarterly Schedule of Investments to the extent not included in such Form 10-Q shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on "XXXXX" and through its home page on the worldwide web (which, at the date of this Agreement, is located at: http//xxx.xxxxxxxxxx.xxx) and shall have caused to be given timely notice thereof to each holder of the Notes, which notice may be by electronic mail to each such holder's e-mail address specified for such communications in Schedule A, or at such other e-mail address (or, if such holder is not a Purchaser, at such e-mail address) as such holder shall have specified to the Company in writing, of such availability (such availability and notice being referred to as "Electronic Delivery") in which event, if required hereby, the Company shall, concurrently therewith, separately deliver the Quarterly Schedule of Investments and the Company shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof; Annual Statements - within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of, a consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report Company and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations its Subsidiaries as at the end of such Fiscal Year year, a consolidated schedule of investments of the Company and its Subsidiaries as at the end of such year (which shall accompany the "Annual Schedule of Investments"), and consolidated statements of operations, changes in net assets and cash flows of the Company and its Subsidiaries for such certificate) under Section 6.10 and Sections 6.12 through 6.15year, have read such Sections setting forth, in the case of clauses (including the definitions of all defined terms used therein1) and that nothing has come to (3) of this Section 7.1(b), in comparative form the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year figures for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiariesprevious fiscal year, all in reasonable detail; (e) Promptly after request , prepared in accordance with GAAP, and accompanied by any Creditor, copies an opinion thereon of any detailed audit reports, management letters independent certified public accountants of recognized national standing or recommendations submitted other independent certified public accountants reasonably acceptable to the board of directors (or Required Holders, which opinion shall state that such financial statements present fairly, in all material respects, the audit committee financial position of the board companies being reported upon and their results of directors) operations and cash flows and have been prepared in conformity with GAAP, and that the examination of Borrower by independent such accountants in connection with such financial statements has been made in accordance with the accounts applicable standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company's Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC together with the Annual Schedule of Investments to the extent not included in such Form 10-K, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in which event, if required hereby, the Company shall, concurrently therewith, separately deliver the Annual Schedule of Investments and the Company shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof; SEC and Other Reports - promptly upon their becoming available, one copy of (1) each financial statement, report, notice (other than notices of quarterly dividends) or books of Borrower proxy statement sent by the Company or any of Subsidiary to its Subsidiariespublic securities holders generally and (2) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any audit Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent Subsidiary to the shareholders of Borrowerpublic concerning developments that are Material, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or provided that the Company shall not be required to file with deliver, pursuant to this Section 7.1(c), any Form 10-K or Form 10-Q delivered, or deemed delivered, by the Securi- ties Company pursuant to Section 7.1(a) or Section 7.1(b) and Exchange Commission under Sections 13 provided further that the Company shall be deemed to have made such delivery of such reports and other information if it shall have timely made Electronic Delivery thereof or 15(d) made available such reports and other information on IntraLinks® or a similar service reasonably acceptable to the Required Holders and, in either case, shall have caused to be given timely notice to each such holder of the Securities Exchange Act of 1934 and not otherwise required Notes, which may include notice by electronic mail to be delivered to the Banks pursuant to each such holder's e-mail address specified for such communications in Schedule A, or at such other provisions of this Section; e-mail address (h) Promptly after the same are availableor, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as if such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that holder is not a credit agreement Purchaser, at such e-mail address) as such holder shall have specified to the Company in writing, of such Electronic Delivery or material lease in excess the availability of $5,000,000 such reports and other information on IntraLinks® or which otherwise may reasonably be expected such other similar service (such availability and notice thereof being referred to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2"Electronic Notification");

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent each Purchaser and the Banks, at Borrower's sole expenseeach holder of a Note that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of, (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with SEC requirements applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial condition, position of the companies being reported on and their results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periodsflows, subject only to normal changes resulting from year-end accruals adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and audit adjustmentsfiled with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); (b) As soon Annual Statements — within 105 days (or such shorter period as practicable, and in any event within 60 is the earlier of (x) 15 days after greater than the end period applicable to the filing of the fourth Fiscal Quarter in a Fiscal Year, a Certificate Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of a Responsible Official setting forth whether the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as Company is subject to the calculation thereof, filing requirements thereof and (y) the date by which calculations shall be based on the preliminary unaudited such financial statements of Borrower and its Subsidiaries for are required to be delivered under any Material Credit Facility or the date on which such Fiscal Quarter; (ccorresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope fiscal year of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating thatCompany, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, duplicate copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2of

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent each Purchaser and the Banks, at Borrower's sole expenseeach holder of a Note that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements -- within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company's Quarterly Report on Form 10-Q (the "Form 10-Q") with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of, (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial condition, position of the companies being reported on and their results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periodsflows, subject only to normal changes resulting from year-end accruals adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in compliance with the requirements therefor and audit adjustmentsfiled with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); (b) As soon Annual Statements -- within 120 days (or such shorter period as practicable, and in any event within 60 is the earlier of (x) 15 days after greater than the end period applicable to the filing of the fourth Fiscal Quarter in a Fiscal Year, a Certificate Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of a Responsible Official setting forth whether the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as Company is subject to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower filing requirements thereof and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (iy) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied date by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to under any Material Credit Facility or the Banks pursuant to other provisions of this Section; (h) Promptly after the same date on which such corresponding financial statements are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of delivered under any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2DB1/ 84912103.8 17

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder that is an Institutional Investor: Quarterly Statements -- within forty-five (a45) As soon as practicable, and in any event within 60 days after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of, consolidated balance sheets of the Company and its consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries, as at the end of such quarter, and consolidated statements of operations, stockholders'equity and cash flows of the Company and its consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries, for such quarter and (iin the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that, so long as the Company shall not have any Unrestricted Subsidiaries, delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); Annual Statements -- within ninety (90) days after the end of each fiscal year of the Company, duplicate copies of, a consolidated balance sheet of Borrower the Company and its consolidated Subsidiaries as at the end of such Fiscal Quarter year, consolidated statements of operations, stockholders'equity and cash flows of the Company and its consolidated statement of operations Subsidiaries for each Fiscal Quartersuch year, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter a condensed consolidating balance sheet, and (ii) the condensed consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion cash flows of the Fiscal Year ended with such Fiscal QuarterCompany and its Subsidiaries setting forth, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting each case, consolidating information sufficient to show the financial condition, position and results of operations and cash flows of Borrower the Company and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures)the Restricted Subsidiaries, consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and comparative form the figures for the Fiscal Yearprevious fiscal year, all in reasonable detail. Such financial statements shall be , prepared in accordance with Generally Accepted Accounting Principles, consistently appliedGAAP, and such consolidated balance sheet and consolidated statements shall be accompanied by a report in the case of the financial statements identified in the foregoing clauses (i) and (ii), an opinion thereon of Arthur Andersen LLP or other independent certified public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banksnational standing, which report and opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be prepared liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that, so long as at such date, and the Company shall not be subject to have any qualifications or exceptions as to Unrestricted Subsidiaries, the scope delivery within the time period specified above of the audit nor Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to any other qualification shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants'certificates described in clauses (A) and (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b); SEC and Other Reports -- promptly upon their becoming available, one copy of each financial statement, report, notice or exception determined proxy statement sent by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower Company or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable Restricted Subsidiary to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereofpublic securities holders generally, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements -- within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Quarterly Report on Form 10-Q (the "Form 10-Q") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), (i) the duplicate copies of, a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the quarter, a consolidated statement schedule of operations for each Fiscal Quarter, and its statement of cash flows for the portion investments of the Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event within 60 days after the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower Company and its Subsidiaries as at the end of such Fiscal Year and quarter (the "Quarterly Schedule of Investments"), consolidated statements of operations, shareholders' equity and cash flows, in each case operations of Borrower the Company and its Subsidiaries for such Fiscal Year quarter and (iiin the case of the second and third quarters) consolidating (in accordance for the portion of the fiscal year ending with past consolidating practices of Borrower) balance sheets such quarter, and consolidated statements of operationschanges in net assets and cash flows of the Company and its Subsidiaries for the portion of the fiscal year ending with such quarter, setting forth, in each the case as at of clauses (1), (3) and (4) of this Section 7.1(a), in comparative form the figures for the Fiscal Yearcorresponding periods in the previous fiscal year, all in reasonable detail. Such financial statements shall be , prepared in accordance with Generally Accepted Accounting Principles, consistently appliedGAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC together with the Quarterly Schedule of Investments to the extent not included in such Form 10-Q shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on "XXXXX" and through its home page on the worldwide web (which, at the date of this Agreement, is located at: http//xxx.xxxxxxxxxx.xxx) and shall have caused to be given timely notice thereof to each holder of the Notes, which notice may be by electronic mail to each such holder's e-mail address specified for such communications in Schedule A, or at such other e-mail address (or, if such holder is not a Purchaser, at such e-mail address) as such holder shall have specified to the Company in writing, of such availability (such availability and notice being referred to as "Electronic Delivery") in which event, if required hereby, the Company shall, concurrently therewith, separately deliver the Quarterly Schedule of Investments and the Company shall be deemed to have made such separate concurrent delivery of such schedule if it shall have timely given Electronic Notification thereof; Annual Statements -- within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of, a consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report Company and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations its Subsidiaries as at the end of such Fiscal Year year, a consolidated schedule of investments of the Company and its Subsidiaries as at the end of such year (which shall accompany the "Annual Schedule of Investments"), and consolidated statements of operations, changes in net assets and cash flows of the Company and its Subsidiaries for such certificate) under Section 6.10 and Sections 6.12 through 6.15year, have read such Sections setting forth, in the case of clauses (including the definitions of all defined terms used therein1) and that nothing has come to (3) of this Section 7.1(b), in comparative form the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year figures for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiariesprevious fiscal year, all in reasonable detail; (e) Promptly after request , prepared in accordance with GAAP, and accompanied by any Creditor, copies an opinion thereon of any detailed audit reports, management letters independent certified public accountants of recognized national standing or recommendations submitted other independent certified public accountants reasonably acceptable to the board of directors (or Required Holders, which opinion shall state that such financial statements present fairly, in all material respects, the audit committee financial position of the board companies being reported upon and their results of directors) operations and cash flows and have been prepared in conformity with GAAP, and that the examination of Borrower by independent such accountants in connection with such financial statements has been made in accordance with the accounts or books applicable standards of Borrower or any of its Subsidiaries, or any audit of any of them; the Public Company Accounting Oversight Board (f) As soon as practicableUnited States), and that such audit provides a reasonable basis for such opinion in any event the circumstances, provided that the delivery within 30 days after the end time period specified above of each Fiscal Quarterthe Company's Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC together with the Annual Schedule of Investments to the extent not included in such Form 10-K, a written reportshall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in form and detail mutually acceptable to Borrower which event, if required hereby, the Company shall, concurrently therewith, separately deliver the Annual Schedule of Investments and the Administrative Agent, with a narrative report describing the results Company shall be deemed to have made such separate concurrent delivery of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising schedule if it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature shall have timely given Electronic Notification thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2;

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent and the Banks, at Borrower's sole expenseeach holder of Notes that is an Institutional Investor: (a) As soon as practicable, and in any event Quarterly Statements _ within 60 days after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), a copy of, (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP (except as noted therein) applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial conditionposition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; (b) Annual Statements _ within 105 days after the end of each fiscal year of the Company, a copy of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows of Borrower and its Subsidiaries have been prepared in accordance conformity with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicableGAAP, and in any event within 60 days after that the end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day examination of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited accountants in connection with such financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared has been made in accordance with generally accepted auditing standards as at such datestandards, and shall not be subject to any qualifications that such audit provides a reasonable basis for such opinion in the circumstances; (c) SEC and Other Reports _ promptly upon their becoming available, one copy of (i) each financial statement, report, notice or exceptions as to the scope of the audit nor to any other qualification or exception determined proxy statement sent by the Requisite Banks in their good faith business judgment Company or any Subsidiary to be adverse to the interests of the Banks. Such accountants' report public securities holders generally, and opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of such financial statements and such (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Defaultholder), and stating that such accountants have reviewed Borrower's financial calculations as at each final prospectus and all amendments thereto filed by the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 Company or any Subsidiary with the Securities and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this AgreementExchange Commission; (d) As soon as practicable, and in any event within 100 days after the commencement Notice of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement Default or Event of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming awareDefault _ promptly, and in any event within five (5) Banking Days days after a Responsible Officer becoming aware, aware of the occurrence existence of any (i) "reportable event" (as such term is defined in Section 4043 Default or Event of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunderDefault, telephonic a written notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries the Company is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (ke) As soon as practicableERISA Matters _ promptly, and in any event within two Banking Days five days after a Senior Responsible Officer becomes becoming aware of any of the existence of any condition or event which constitutes following, a Default, telephonic written notice specifying setting forth the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower the action, if any, that the Company or any of its Restricted Subsidiaries are taking or propose an ERISA Affiliate proposes to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that : (i) any Person commenced a legal proceeding with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a claim against Borrower trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and (f) Requested Information _ with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Restricted Subsidiaries that is $5,000,000 or more in excess relating to the ability of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor Company to perform its oblig ations hereunder and under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information Notes as from time to time may be reasonably requested by any Creditor through the Administrative Agentsuch holder of Notes. 7.2.

Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, The Company shall deliver to the Administrative Agent each Purchaser and the Banks, at Borrower's sole expenseeach holder of a Note that is an Institutional Investor: (a) As soon Quarterly Statements — within 45 days (or such shorter period as practicable, is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and in (y) the date by which such financial statements are required to be delivered under any event within 60 days Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Regal Rexnord Corporation Note Purchase Agreement -15- Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each Fiscal Quarter quarterly fiscal period in each fiscal year of the Company (other than the fourth Fiscal Quarter in any Fiscal Yearlast quarterly fiscal period of each such fiscal year), duplicate copies of, (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarterquarter, and its statement (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ended fiscal year ending with such Fiscal Quarter and (ii) quarter, setting forth in each case in comparative form the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and figures for the portion of corresponding periods in the Fiscal Year ended with such Fiscal Quarterprevious fiscal year, all in reasonable detail. Such , prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) applicable to quarterly financial statements shall be generally, and certified by a Senior Financial Officer of Borrower as fairly presenting presenting, in all material respects, the financial condition, position of the companies being reported on and their results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periodsflows, subject only to normal changes resulting from year-end accruals and audit adjustments; (b) As soon Annual Statements — within 105 days (or such shorter period as practicable, and in any event within 60 is the earlier of (x) 15 days after greater than the end period applicable to the filing of the fourth Fiscal Quarter in a Fiscal Year, a Certificate Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of a Responsible Official setting forth whether the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as Company is subject to the calculation thereof, filing requirements thereof and (y) the date by which calculations shall be based on the preliminary unaudited such financial statements of Borrower and its Subsidiaries for are required to be delivered under any Material Credit Facility or the date on which such Fiscal Quarter; (ccorresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) As soon as practicable, and in any event within 100 days after the end of each Fiscal Yearfiscal year of the Company, duplicate copies of (i) the a consolidated balance sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Year year, and the (ii) consolidated statements of operationsincome, changes in shareholders' ’ equity and cash flows, in each case flows of Borrower the Company and its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operationsyear, setting forth in each case as at and in comparative form the figures for the Fiscal Yearprevious fiscal year, all in reasonable detail. Such financial statements shall be , prepared in accordance with Generally Accepted Accounting Principles, consistently appliedGAAP, and such consolidated balance sheet and consolidated statements shall be accompanied by an opinion thereon (without a report “going concern” or similar qualification or exception and opinion of Arthur Andersen LLP without any qualification or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions exception as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests on which such opinion is based) of the Banks. Such accountants' report and independent public accountants of recognized national standing, which opinion shall be accompanied by a certificate stating that, in making the examination pur- suant to generally accepted auditing standards necessary for the certification of state that such financial statements and such report, such accountants have obtained no knowledge of any Default or, ifpresent fairly, in all material respects, the opinion financial position of such accountants, any such Default shall exist, stating the nature companies being reported upon and status their results of such Defaultoperations and cash flows and have been prepared in conformity with GAAP, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention examination of such accountants in the course of connection with such examination financial statements has been made in accordance with generally accepted auditing standards, and that would cause them to believe that the same were not calculated by Borrower such audit provides a reasonable basis for such opinion in the manner prescribed by this Agreement; (d) As soon as practicable, and in any event within 100 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by any Creditor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) As soon as practicable, and in any event within 30 days after the end of each Fiscal Quarter, a written report, in form and detail mutually acceptable to Borrower and the Administrative Agent, with a narrative report describing the results of operations of Borrower and its Subsidiaries during such Fiscal Quarter and detailing the status of each New Venture, including the amounts of New Venture Capital Expenditures and New Ventures Investments made, and reasonably anticipated to be made, with respect thereto; (g) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securi- ties and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section; (h) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any of its Restricted Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Borrower or any of its Subsidiaries; (i) Promptly after request by any Creditor, copies of any other report or other document that was filed by Borrower or any of its Restricted Subsidiaries with any Governmental Agency; (j) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five (5) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Restricted Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (k) As soon as practicable, and in any event within two Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or any of its Restricted Subsidiaries are taking or propose to take with respect thereto; (l) Promptly upon a Senior Officer becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Restricted Subsidiaries, (iii) any Person commenced a legal proceeding with respect to a claim against Borrower or any of its Restricted Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Restricted Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Restricted Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Restricted Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Restricted Subsidiaries are taking or propose to take with respect thereto; and (m) Such other data and information as from time to time may be reasonably requested by any Creditor through the Administrative Agent. 7.2circumstances;