exv10w8



 





Exhibit 10.8

Execution Version




APNs:




Recording requested

and when recorded mail to:




Breton A. Peace, Esq.

Latham & Watkins LLP

600 West Broadway, Suite 1800

San Diego, California 92101-3375




Mail Property Tax Statements to:

Venetian Casino Resort, LLC

c/o Finance Department

201 East Sands Avenue

Las Vegas, Nevada 89109-2617




DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, 

SECURITY AGREEMENT AND
FIXTURE FILING




made by




VENETIAN CASINO RESORT, LLC,

a Nevada limited liability company,

as Trustor,




to




FIRST AMERICAN TITLE INSURANCE COMPANY,

a California corporation,

as Trustee,




for the benefit of




THE BANK OF NOVA SCOTIA, in its capacity

as Collateral Agent, as Beneficiary



THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS AND IS ALSO TO BE INDEXED IN
THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAMES OF VENETIAN CASINO
RESORT, LLC AS “DEBTOR” AND THE BANK OF NOVA SCOTIA, AS COLLATERAL AGENT, AS “SECURED PARTY”.



THIS INSTRUMENT IS TO SECURE FUTURE ADVANCES (DEFINED IN NRS 106.320) AND IS GOVERNED BY NRS
106.300 TO 106.400, INCLUSIVE. THE MAXIMUM AMOUNT OF PRINCIPAL (AS DEFINED IN NRS 106.345),
INCLUDING FUTURE ADVANCES, SECURED BY THIS DEED OF TRUST IS $6,250,000,000 WHICH MAY INCREASE OR
DECREASE FROM TIME TO TIME BY AMENDMENT OF THIS INSTRUMENT.




 









 








ARTICLE ONE

COVENANTS OF TRUSTOR




	 	 	 	 	 
	1.1 Performance of Deed of Trust
	 	 	13	 
	1.2 General Representations, Covenants and Warranties
	 	 	13	 
	1.3 [Intentionally Omitted]
	 	 	13	 
	1.4 [Intentionally Omitted]
	 	 	13	 
	1.5 [Intentionally Omitted]
	 	 	13	 
	1.6 Compliance with Legal Requirements
	 	 	13	 
	1.7 Impositions
	 	 	14	 
	1.8 Insurance
	 	 	14	 
	1.9 Condemnation
	 	 	15	 
	1.10 Space Leases
	 	 	15	 
	1.11 Authorization by Trustor
	 	 	16	 
	1.12 Security Agreement and Financing Statements
	 	 	16	 
	1.13 Assignment of Rents and Leases
	 	 	18	 
	1.14 [Intentionally Omitted]
	 	 	19	 
	1.15 Beneficiary’s Cure of Trustor’s Default
	 	 	19	 
	1.16 Use of Land
	 	 	19	 
	1.17 Affiliates and Guarantors
	 	 	19	 
	1.18 [Intentionally Omitted]
	 	 	19	 






ARTICLE TWO

CORPORATE LOAN PROVISIONS




	 	 	 	 	 
	2.1 Interaction with Credit Agreement
	 	 	20	 
	2.2 Other Collateral
	 	 	20	 






ARTICLE THREE

DEFAULTS




	 	 	 	 	 
	3.1 Event of Default
	 	 	20	 






ARTICLE FOUR

REMEDIES




	 	 	 	 	 
	4.1 Acceleration of Maturity
	 	 	21	 






 









 






	 	 	 	 	 
	4.2 Protective Advances
	 	 	21	 
	4.3 Institution of Equity Proceedings
	 	 	21	 
	4.4 Beneficiary’s Power of Enforcement
	 	 	21	 
	4.5 Beneficiary’s Right to Enter and Take Possession, Operate and Apply Income
	 	 	23	 
	4.6 Leases
	 	 	24	 
	4.7 Purchase by Beneficiary
	 	 	24	 
	4.8 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws
	 	 	24	 
	4.9 Receiver
	 	 	25	 
	4.10 Suits to Protect the Trust Estate
	 	 	25	 
	4.11 Proofs of Claim
	 	 	25	 
	4.12 Trustor to Pay the Notes on Any Default in Payment; Application of Monies by
Beneficiary
	 	 	26	 
	4.13 Delay or Omission; No Waiver
	 	 	26	 
	4.14 No Waiver of One Default to Affect Another
	 	 	26	 
	4.15 Discontinuance of Proceedings; Position of Parties Restored
	 	 	27	 
	4.16 Remedies Cumulative
	 	 	27	 
	4.17 Interest After Event of Default
	 	 	27	 
	4.18 Foreclosure; Expenses of Litigation
	 	 	27	 
	4.19 Deficiency Judgments
	 	 	28	 
	4.20 Waiver of July Trial
	 	 	28	 
	4.21 Exculpation of Beneficiary	 	 	28	 
	4.22 Collateral Agent
	 	 	28	 






ARTICLE FIVE

RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO

 TRUSTEE




	 	 	 	 	 
	5.1 Exercise of Remedies by Trustee
	 	 	29	 
	5.2 Rights and Privileges of Trustee
	 	 	29	 
	5.3 Resignation or Replacement of Trustee
	 	 	30	 
	5.4 Authority of Beneficiary
	 	 	30	 
	5.5 Effect of Appointment of Successor Trustee
	 	 	30	 
	5.6 Confirmation of Transfer and Succession
	 	 	30	 
	5.7 Exculpation
	 	 	31	 






ii









 






	 	 	 	 	 
	5.8 Endorsement and Execution of Documents
	 	 	31	 
	5.9 Multiple Trustees
	 	 	31	 
	5.10 Terms of Trustee’s Acceptance
	 	 	31	 






ARTICLE SIX

MISCELLANEOUS PROVISIONS




	 	 	 	 	 
	6.1 Heirs, Successors and Assigns Included in Parties
	 	 	32	 
	6.2 Addresses for Notices, Etc.
	 	 	32	 
	6.3 Change of Notice Address
	 	 	33	 
	6.4 Headings
	 	 	33	 
	6.5 Invalid Provisions to Affect No Others
	 	 	33	 
	6.6 Changes and Priority Over Intervening Liens
	 	 	33	 
	6.7 Estoppel Certificates
	 	 	33	 
	6.8 Waiver of Setoff and Counterclaim
	 	 	34	 
	6.9 Governing Law
	 	 	34	 
	6.10 Reconveyance
	 	 	34	 
	6.11 Attorneys’ Fees
	 	 	35	 
	6.12 Late Charges
	 	 	35	 
	6.13 Cost of Accounting
	 	 	35	 
	6.14 Right of Entry
	 	 	35	 
	6.15 Corrections
	 	 	35	 
	6.16 Statute of Limitations
	 	 	35	 
	6.17 Subrogation
	 	 	35	 
	6.18 Joint and Several Liability
	 	 	36	 
	6.19 Homestead
	 	 	36	 
	6.20 Context
	 	 	36	 
	6.21 Time
	 	 	36	 
	6.22 Interpretation
	 	 	36	 
	6.23 Effect of NRS § 107.030
	 	 	36	 
	6.24 Amendments
	 	 	36	 
	6.25 No Conflicts
	 	 	36	 






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ARTICLE SEVEN

POWER OF ATTORNEY




	 	 	 	 	 
	7.1 Grant of Power
	 	 	36	 






EXHIBIT A   DESCRIPTION OF LAND




iv









 








DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND

LEASES, SECURITY AGREEMENT AND FIXTURE FILING




     THIS DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY
AGREEMENT AND FIXTURE FILING (hereinafter called “Deed of Trust”) is made and effective as
of May 23, 2007, by VENETIAN CASINO RESORT, LLC, a Nevada limited liability company
(“Venetian”) (together with all successors and assigns of the Trust Estate (as hereinafter
defined), “Trustor”), whose address is 3355 Las Vegas Boulevard South, Las Vegas, Nevada
89109, Attention: General Counsel, to FIRST AMERICAN TITLE INSURANCE COMPANY, a California
corporation, whose address is 180 Cassia Way, Suite 502, Henderson, Nevada 89104, Attention: Julie
Skinner, as Trustee (“Trustee”), for the benefit of THE BANK OF NOVA SCOTIA, a Canadian
chartered bank (“Beneficiary”), whose address is 580 California Street, 21st Floor, San
Francisco, California 94104, Attention: Mr. Alan Pendergast, in its capacity as collateral agent
(“Collateral Agent”) hereunder on behalf of (i) the lenders (the “Lenders”) under
that certain Credit and Guaranty Agreement, dated as of the date hereof, among Las Vegas Sands,
LLC, a Nevada limited liability company (“LVS”), the Lenders, The Bank of Nova Scotia in
its capacity as administrative agent thereunder (“Bank Agent”) and the other agents and
arrangers party thereto (as amended and restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”) and (ii) the holders of the LVSC Notes.



THE OBLIGATIONS SECURED HEREBY INCLUDE REVOLVING CREDIT OBLIGATIONS WHICH PERMIT BORROWING,
REPAYMENT AND REBORROWING. INTEREST ON OBLIGATIONS SECURED HEREBY ACCRUES AT A RATE WHICH MAY
FLUCTUATE FROM TIME TO TIME.



THIS INSTRUMENT IS TO SECURE FUTURE ADVANCES (DEFINED IN NRS 106.320) AND IS GOVERNED BY NRS
106.300 TO 106.400, INCLUSIVE. THE MAXIMUM AMOUNT OF PRINCIPAL (AS DEFINED IN NRS 106.345),
INCLUDING FUTURE ADVANCES, SECURED BY THIS DEED OF TRUST IS $6,250,000,000 WHICH MAY INCREASE OR
DECREASE FROM TIME TO TIME BY AMENDMENT OF THIS INSTRUMENT.



     DEFINITIONS — As used in this Deed of Trust, the following terms have the meanings hereinafter
set forth:



     “Accounts Receivable” shall have the meaning set forth in Section 9-102 (NRS 104.9102)
of the UCC for the term “account.”



     “Appurtenant Rights” means all and singular tenements, hereditaments, rights,
reversions, remainders, development rights, privileges, benefits, Easements, rights-of-way, gores
or strips of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and
powers, and all appurtenances whatsoever and claims or demands of Trustor at law or in equity in
any way belonging, benefiting, relating or appertaining to the Site, the air space over the Site,
the Project and the Improvements or any of the Trust Estate encumbered by this Deed of Trust,



1









 







or which hereinafter shall in any way belong, relate or be appurtenant thereto, whether now
owned or hereafter acquired by Trustor, whether or not the same are of record.



     “Bank Secured Obligations” means all Obligations (as defined in the Credit Agreement).



     “Bankruptcy” means, with respect to any Person that: (i) a court having jurisdiction
in the Trust Estate shall have entered a decree or order for relief in respect of such Person in an
involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or
similar law now or hereafter in effect, which decree or order has not been stayed; or any other
similar relief shall have been granted under any applicable federal or state law; or (ii) an
involuntary case shall be commenced against such Person, under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or
order of a court having jurisdiction in the Trust Estate for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar powers over such
Person, or over all or a substantial part of its property, shall have been entered; or there shall
have occurred the involuntary appointment of an interim receiver, trustee or other custodian of
such Person, for all or a substantial part of its property; or a warrant of attachment, execution
or similar process shall have been issued against any substantial part of the property of such
Person, and any such event described in this clause (ii) shall continue for 60 days without being
dismissed, bonded or discharged; or (iii) such Person shall have an order for relief entered with
respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to
the entry of an order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial part of its property;
or such Person shall make any assignment for the benefit of creditors or shall fail generally, or
shall admit in writing its inability, to pay its debts as such debts become due and payable and a
period of thirty (30) days shall have elapsed; or (iv) such Person shall be unable, or shall fail
generally, or shall admit in writing its inability, to pay its debts as such debts become due and a
period of 30 days shall have elapsed; or the Board of Directors of such Person (or any committee
thereof) or the managing member of such Person shall adopt any resolution or otherwise authorize
any action to approve any of the actions referred to in clause (iii) above or this clause (iv).



     “Deed of Trust” means this Deed of Trust, Leasehold Deed of Trust, Assignment of Rents
and Leases, Security Agreement and Fixture Filing as it may be amended, supplemented, amended and
restated, increased or otherwise modified from time to time.



     “Default Rate” means, with respect to Bank Secured Obligations, the applicable default
rate set forth in Section 2.10 of the Credit Agreement, and, with respect to LVSC Notes Secured
Obligations, the applicable default rate set forth in the LVSC Notes Indenture.



     “Easement” means any easement appurtenant, easement in gross, license agreement or
other right running for the benefit of Trustor, the Site or the Project or appurtenant thereto
which benefits the Site, the Project or the Improvements, including those easements and licenses
which benefit any of the foregoing and are described in the Cooperation Agreement or each title
insurance policy issued by the Title Insurer with regard to the Site.



2









 





     “Event of Default” has the meaning set forth in Section 3.1 hereof.



     “FF&E” means all furniture, fixtures, equipment, appurtenances and personal property
now or in the future contained in, used in connection with, attached to, or otherwise useful or
convenient to the use, operation, or occupancy of, or placed on, but unattached to, any part of the
Site, the Project or the Improvements whether or not the same constitutes real property or fixtures
in the State, including all removable window and floor coverings, all furniture and furnishings,
heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and
cleaning equipment, all elevators, escalators and elevator and escalator plants, cooking
facilities, vacuum cleaning systems, public address and communications systems, switchboards,
security and surveillance equipment and devices, sprinkler systems and other fire prevention and
extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings,
fixtures, and building materials, all exercise equipment, all gaming and financial equipment,
computer equipment, calculators, adding machines, gaming tables, video game and slot machines, and
any other electronic equipment of every nature used or located on any part of the Site, the Project
or the Improvements, together with all venetian blinds, shades, draperies, drapery and curtain
rods, brackets, bulbs, cleaning apparatus, mirrors, lamps, ornaments, cooking apparatus and
equipment, china, flatware, dishes, utensils, glassware, ranges and ovens, garbage disposals,
dishwashers, mantels, and any and all such property which is at any time installed in, affixed to
or placed upon the Site, the Project or the Improvements.



     “Imposition” means any taxes, assessments, water rates, sewer rates, maintenance
charges, other impositions by any Governmental Authority and other charges now or hereafter levied
or assessed or imposed against the Trust Estate or any part thereof, and any amount payable with
respect thereto under the Cooperation Agreement or any other Resort Complex Operative Document.



     “Improvements” means (1) all the buildings, structures, facilities and improvements of
every nature whatsoever now or hereafter situated on the Site or the Project, and (2) all fixtures,
machinery, appliances, goods, building or other materials, equipment, including without limitation
all gaming equipment and devices, and all machinery, equipment, engines, appliances and fixtures
for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for
ventilating or sanitary purposes, or for the exclusion of vermin or insects, or for the removal of
dust, refuse or garbage; all wall-beds, wall-safes, built-in furniture and installations, shelving,
lockers, partitions, doorstops, vaults, motors, elevators, dumb-waiters, awnings, window shades,
venetian blinds, light fixtures, fire hoses and brackets and boxes for the same, fire sprinklers,
alarm, surveillance and security systems, computers, drapes, drapery rods and brackets, mirrors,
mantels, screens, linoleum, carpets and carpeting, plumbing, bathtubs, sinks, basins, pipes,
faucets, water closets, laundry equipment, washers, dryers, ice-boxes and heating units; all
kitchen and restaurant equipment, including but not limited to silverware, dishes, menus, cooking
utensils, stoves, refrigerators, ovens, ranges, dishwashers, disposals, water heaters,
incinerators, furniture, fixtures and furnishings, communication systems, and equipment; all
cocktail lounge supplies, including but not limited to bars, glassware, bottles and tables used in
connection with the Site, the Project and the Improvements; all chaise lounges, hot tubs, swimming
pool heaters and equipment and all other recreational equipment (computerized and otherwise),
beauty and barber equipment, and maintenance supplies used in connection with the Site, the Project
and Improvements; all amusement rides and attractions attached to the Site, the



3









 







Project and the Improvements, all specifically designed installations and furnishings, and all
furniture, furnishings and personal property of every nature whatsoever now or hereafter owned or
leased by Trustor or in which Trustor has any rights or interest and located in or on, or attached
to, or used or intended to be used or which are now or may hereafter be appropriated for use on or
in connection with the operation of the Site, the Project or the Improvements or any personal
property encumbered hereby or any other Improvements, or in connection with any construction being
conducted or which may be conducted thereon, and all extensions, additions, accessions,
improvements, betterments, renewals, substitutions, and replacements to any of the foregoing, and
all of the right, title and interest of Trustor in and to any such property, which, to the fullest
extent permitted by Legal Requirements, shall be conclusively deemed fixtures and improvements and
a part of the Trust Estate hereby encumbered.



     “Income” means all Rents, security or similar deposits, revenues, issues, royalties,
earnings, products or Proceeds, profits, income, including, without limitation, all rights to
payment for hotel room occupancy by hotel guests, which includes any payment or monies received or
to be received, in whole or in part, whether actually or deemed to be for the sale of services or
products in connection with such occupancy, advance registration fees by hotel guests, tour or
junket proceeds and deposits, deposits for convention and/or party reservations, and other
benefits, in each case from the Trust Estate.



     “Insolvent” means with respect to any Person, that such Person shall be deemed to be
insolvent if such Person shall fail generally, or shall admit in writing its inability, to pay its
debts as such debts become due and payable and a period of thirty (30) days shall have elapsed
without such failure or inability being cured.



     “Intangible Collateral” means (a) the rights to use all names and all derivations
thereof now or hereafter used by Trustor in connection with the Site, the Project or the
Improvements, including, without limitation, the names “Venetian” and “Palazzo,” including any
variations thereon, together with the goodwill associated therewith, and all names, logos, and
designs used by Trustor in connection with the Site, the Project or the Improvements or in which
Trustor has rights in connection with the Site, the Project or the Improvements, with the exclusive
right to use such names, logos and designs wherever they are now or hereafter used in connection
with the Site, the Project or the Improvements (or in connection with the marketing thereof
together with the “SECC Land” (as defined in the Cooperation Agreement) in accordance with the
terms of the Cooperation Agreement), and any and all other trade names, trademarks or service
marks, whether or not registered, now or hereafter used in the operation of the Site, the Project
or the Improvements, including, without limitation, any interest as a lessee, licensee or
franchisee, and, in each case, together with the goodwill associated therewith; (b) subject to the
absolute assignment contained herein, the Rents; (c) any and all books, records, customer lists,
concession agreements, supply or service contracts, licenses, permits and approvals by Governmental
Authorities (to the extent Legal Requirements permit or do not expressly prohibit the pledge of
such licenses, permits and approvals), signs, goodwill, casino and hotel credit and charge records,
supplier lists, checking accounts, safe deposit boxes (excluding the contents of such deposit boxes
owned by Persons other than Trustor), cash, instruments, chattel papers, including inter-company
notes and pledges, documents, unearned premiums, deposits, refunds, including but not limited to
income tax refunds, prepaid expenses, rebates, tax and insurance escrow and impound accounts, if
any, actions and rights in action, and all other claims, including without



4









 







limitation condemnation awards and insurance proceeds, and all other contract rights and
general intangibles, in each case resulting from or used in connection with the operation and
occupancy of the Trust Estate and the Project and in which Trustor now or hereafter has rights; and
(d) vacation license resort agreements or other time share license or right to use agreements, in
each case with respect to the Site, the Project or the Improvements, including without limitation
all rents, issues, profits, income and maintenance fees resulting therefrom, whether any of the
foregoing is now owned or hereafter acquired.



     “Land” means the real property situated in the County of Clark, State of Nevada, more
specifically described in Exhibit A attached hereto and incorporated herein by reference,
including any after acquired title thereto.



     “LVSC” means Las Vegas Sands Corp., a Nevada corporation, and its successors.



     “LVSC Notes” means $250,000,000 in principal amount of 6.375% Senior Notes issued by
LVSC due 2015.



     “LVSC Notes Documents” means the LVSC Notes, the LVSC Notes Indenture and the
guarantees thereof.



     “LVSC Notes Indenture” means the Indenture dated as of February 10, 2005 between LVSC
and the LVSC Notes Indenture Trustee, as supplemented by Supplemental Indentures, dated as of
February 22, 2005 and May ___, 2007, among LVSC, the subsidiary guarantors party thereto and the
LVSC Notes Indenture Trustee, as further supplemented, amended or otherwise modified from time to
time as permitted under the Credit Documents.



     “LVSC Notes Indenture Trustee” means U.S. Bank National Association in its capacity as
the trustee under the LVSC Notes Indenture and its successors in such capacity.



     “LVSC Notes Secured Obligations” means all obligations of LVSC and the subsidiary
guarantors party to the LVSC Notes Indenture under the LVSC Notes Documents.



     “NRS” means the Nevada Revised Statutes as in effect from time to time.



     “Obligations” means the Bank Secured Obligations and the LVSC Notes Secured
Obligations.



     “Permitted Liens” means Liens permitted under Section 6.2 of the Credit Agreement.



     “Personal Property” has the meaning set forth in Section 1.12.



     “Proceeds” has the meaning assigned to it under the UCC and, in any event, shall
include but not be limited to (i) any and all proceeds of any insurance (including without
limitation property casualty and title insurance), indemnity, warranty or guaranty payable from
time to time with respect to all or a portion of the Trust Estate; (ii) any and all proceeds in the
form of accounts, security deposits, tax escrows (if any), down payments (to the extent Legal
Requirements permit the same to be pledged), collections, contract rights, documents, instruments,
chattel paper, Liens and security instruments, guarantees or general intangibles



5









 







relating in whole or in part to the Site, the Project or the Improvements and all rights and
remedies of whatever kind or nature Trustor or any Guarantor may hold or acquire for the purpose of
securing or enforcing any obligation due Trustor or such Guarantor thereunder; (iii) any and all
payments in any form whatsoever made or due and payable from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Trust
Estate by any Governmental Authority; (iv) subject to the absolute assignment contained herein, the
Rents or other benefits arising out of, in connection with or pursuant to any Space Lease of the
Trust Estate; and (v) any and all other amounts from time to time paid or payable in connection
with any of the Trust Estate; provided, however, that neither the Trustor nor any Guarantor is
authorized to sell, transfer, convey, mortgage, pledge, grant rights in or otherwise dispose of any
of the Trust Estate unless permitted under the Credit Agreement.



     “Project” means an approximately 3,000 room hotel, casino, retail, meeting and
residential complex (commonly known as The Palazzo Resort Hotel Casino).



     “Rents” means all rents, room revenues, Income, receipts, issues, profits, revenues
and maintenance fees, room, food and beverage revenues, license and concession fees, Proceeds and
other benefits to which Trustor or any Guarantor may now or hereafter be entitled from the Site,
the Project or the Improvements therein or thereon, as applicable, or any property encumbered
hereby or any business or other activity conducted by Trustor or any Guarantor at the Site, the
Project or the Improvements.



     “Site” means the Land and the Easements.



     “Space Leases” means any and all leases, subleases, lettings, licenses, concessions,
operating agreements, management agreements, and all other agreements affecting all or a portion of
the Trust Estate, that Trustor or any Guarantor has entered into, taken by assignment, taken
subject to, or assumed, or has otherwise become bound by, now or in the future, that give any
Person the right to conduct its business on, or otherwise use, operate or occupy, all or any
portion of the Site, the Project or the Improvements including, without limitation, the right to
use or occupy space for kiosk(s) or vendor cart(s), and all rights of Trustor or any Guarantor (if
any) thereto or therefrom and any leases, agreements or arrangements permitting anyone to enter
upon or use all or any portion of the Trust Estate to extract or remove natural resources of any
kind, together with all amendments, extensions, and renewals of the foregoing entered into in
compliance with the Credit Agreement, together with all rental, occupancy, service, maintenance or
any other similar agreements pertaining to use or occupation of, or the rendering of services at,
the Site, the Project, the Improvements or any part thereof.



     “Space Lessee(s)” means any and all tenants, licensees, or other grantees of the Space
Leases and any and all guarantors, sureties, endorsers or others having primary or secondary
liability with respect to such Space Leases.



     “State” means the State of Nevada.



     “Tangible Collateral” means all personal property, goods, equipment, supplies,
building and other materials of every nature whatsoever and all other tangible personal property
constituting a part or portion of the Project and/or used in the operation of the hotel, casino,



6









 







restaurants, stores, parking facilities, observation tower and all other Improvements on the
Site or the Project including but not limited to communication systems, visual and electronic
surveillance systems and transportation system and not constituting a part of the real property
subject to the Lien of this Deed of Trust and including all property and materials stored therein
in which Trustor or any Guarantor has an interest and all tools, utensils, food and beverage,
liquor, uniforms, linens, housekeeping and maintenance supplies, vehicles, fuel, advertising and
promotional material, blueprints, surveys, plans and other documents relating to the Site, the
Project or the Improvements, and all construction materials and all furnishings, fixtures and
equipment, including, but not limited to, all FF&E and all equipment and devices which are or are
to be installed and used in connection with the operation of the Site, the Project or the
Improvements, those items of furniture, fixtures and equipment which are to be purchased or leased
by Trustor or any Guarantor, machinery and any other items of personal property in which Trustor or
any Guarantor now or hereafter owns or acquires an interest or right and which are used or useful
in the construction, operation, use and occupancy of the Site, the Project or the Improvements and
all present and future right and interest of Trustor or any Guarantor in and to any casino
operator’s agreement (to the extent same may be pledged under Nevada Gaming Laws), license
agreement or sublease agreement used in connection with the Site, the Project or the Improvements.



     “Title Insurer” means First American Title Insurance Company, a California
corporation, or an Affiliate thereof.



     “Trust Estate” means all of the property described in Granting Clauses (A) through (O)
below, inclusive, and each item of property therein described, provided, however,
that such term shall not include the property described in Granting Clause (P) below.



     “UCC” means the Uniform Commercial Code in effect in the State from time to time, NRS
chapters 104 and 104A.



     The following terms shall have the meaning assigned to such terms in the Credit Agreement:


Affiliate

Asset Sale

Bankruptcy Code

Business Day

Collateral

Collateral Documents

Cooperation Agreement

FF&E Facility

Gaming License

Governmental Authority

Guarantor

HVAC Ground Lease

Legal Requirements

Lien




7









 







Loan Documents

Net Loss Proceeds

Nevada Gaming Authorities

Nevada Gaming Laws

Operative Documents

Person

Requisite Lenders

Resort Complex

Resort Complex Operative Document

Security Agreement

Specified FF&E

Subsidiary



In addition, any capitalized terms used in this Deed of Trust which are not otherwise defined
herein shall have the meaning ascribed to such terms in the Credit Agreement.




W I T N E S S E T H:




     IN CONSIDERATION OF TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND FOR THE PURPOSE OF SECURING in favor of
Beneficiary (1) the due and punctual payment of the Obligations evidenced by the Loan Documents and
the LVSC Notes Documents in the principal aggregate amount of SIX BILLION TWO HUNDRED FIFTY MILLION
AND 00/100 DOLLARS or so much thereof as may be advanced from time to time; (2) the performance of
each other Obligation and each covenant and agreement of Trustor and the Guarantors contained in
the Credit Agreement, herein or in the other Loan Documents; (3) the payment of such additional
loans or advances as hereafter may be made to either Trustor (individually or jointly and severally
with any other Person), its successors or assigns or any Guarantor, when evidenced by a promissory
note or notes reciting that they are secured by this Deed of Trust; provided,
however, that any and all future advances by Beneficiary or Lenders to either Trustor or
any Guarantor made for the improvement, protection or preservation of the Trust Estate, together
with interest at the interest rate provided in the Credit Agreement, shall be automatically secured
hereby unless such a note or instrument evidencing such advances specifically recites that it is
not intended to be secured hereby and (4) the payment of all sums expended or advanced by
Beneficiary, the Bank Agent, the Lenders or the LVSC Notes Indenture Trustee under or pursuant to
the terms hereof or to protect the security hereof (including Protective Advances as such term is
defined in Section 4.2 hereof), together with interest thereon as herein provided, Trustor,
in consideration of the premises, and for the purposes aforesaid, does hereby ASSIGN, BARGAIN,
CONVEY, PLEDGE, RELEASE, HYPOTHECATE, WARRANT, AND TRANSFER WITH POWER OF SALE UNTO TRUSTEE IN
TRUST FOR THE BENEFIT OF BENEFICIARY ON BEHALF OF THE BANK AGENT, THE LENDERS, THE LVSC NOTES
INDENTURE TRUSTEE AND THE HOLDERS OF THE LVSC NOTES each of the following:



     (A) Trustor’s interest in the Site (to the extent permitted by, or not prohibited
by, the Nevada Gaming Laws and other applicable law);



8









 





     (B) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to
the Project and the Improvements;



     (C) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to
all Appurtenant Rights;



     (D) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to
the Tangible Collateral to the extent permitted by, or not prohibited by, the Nevada Gaming Laws
and other applicable Legal Requirements;



     (E) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to
the Intangible Collateral to the extent permitted by, or not prohibited by, Nevada Gaming Laws and
other applicable law;



     (F) TOGETHER WITH (i) all the estate, right, title and interest of Trustor of, in
and to all judgments and decrees, insurance proceeds, awards of damages and settlements hereafter
made resulting from condemnation proceedings or the taking of any of the property described in
Granting Clauses (A), (B), (C), (D), (E), (J), (K), and (L) hereof or any part thereof under the
power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the
property described in Granting Clauses (A), (B), (C), (D), (E), (J), (K), and (L) hereof or any
part thereof, or to any Appurtenant Rights thereto, and Beneficiary is hereby authorized to collect
and receive said awards and proceeds and to give proper receipts and acquittance therefor, and
(subject to the terms of the Credit Agreement) to apply the same to the extent constituting Net
Loss Proceeds toward the payment of the Obligations and other sums secured hereby, notwithstanding
the fact that the amount owing thereon may not then be due and payable; (ii) all proceeds of any
sales or other dispositions of the property or rights described in Granting Clauses (A), (B), (C),
(D), (E), (J), (K), and (L) hereof or any part thereof whether voluntary or involuntary,
provided, however, that the foregoing shall not be deemed to permit Asset Sales
except as permitted in the Credit Agreement; and (iii) whether arising from any voluntary or
involuntary disposition of the Collateral described in Granting Clauses (A), (B), (C), (D), (E),
(J), (K), and (L), all Proceeds, products, replacements, additions, substitutions, renewals and
accessions, remainders, reversions and after-acquired interest in, of and to such Collateral;



     (G) TOGETHER WITH the absolute assignment of any Space Leases or any part thereof
that Trustor has entered into, taken by assignment, taken subject to, or assumed, or has otherwise
become bound by, now or in the future, together with all of the following (including all “Cash
Collateral” within the meaning of the Bankruptcy Code) arising from the Space Leases: (a) Rents
and Income (subject, however, to the aforesaid absolute assignment to Trustee for the benefit of
Beneficiary and the revocable license hereinbelow granted to Trustor to collect the Rents), (b) all
guarantees, letters of credit, security deposits, collateral, cash deposits, and other credit
enhancement documents, arrangements and other measures with respect to the Space Leases, (c) all of
Trustor’s right, title, and interest under the Space Leases, including the following: (i) the right
to receive and collect the Rents from the lessee, sublessee or licensee, or their successor(s),
under any Space Lease(s) and (ii) the right to enforce against any tenants thereunder and otherwise
any and all remedies under the Space Leases, including Trustor’s right to evict from possession any
tenant thereunder or to retain, apply, use, draw upon, pursue, enforce or realize upon any guaranty
of any Space Lease; to terminate, modify, or amend the



9









 







Space Leases; to obtain possession of, use, or occupy, any of the real or personal property
subject to the Space Leases; and to enforce or exercise, whether at law or in equity or by any
other means, all provisions of the Space Leases and all obligations of the tenants thereunder based
upon (A) any breach by such tenant under the applicable Space Lease (including any claim that
Trustor may have by reason of a termination, rejection, or disaffirmance of such Space Lease
pursuant to the Bankruptcy Code) and (B) the use and occupancy of the premises demised, whether or
not pursuant to the applicable Space Lease (including any claim for use and occupancy arising under
landlord-tenant law of the State or the Bankruptcy Code). A revocable license is hereby granted to
Trustor, so long as no Event of Default has occurred and is continuing hereunder, to collect and
use the Rents, as they become due and payable, but not more than one (1) month in advance thereof.
Upon the occurrence of an Event of Default, the permission hereby granted to Trustor to collect the
Rents shall automatically be revoked without notice until such time as such Event of Default is
cured and such cure is accepted by the Beneficiary; provided, however, to the
extent that the Required Lenders rescind and annul an acceleration of the Loans in accordance with
the provisions of the last paragraph of Section 8 of the Credit Agreement, such revocable license
shall be reinstated. Beneficiary shall have the right, at any time and from time to time, to
notify any Space Lessee of the rights of Beneficiary as provided by this Section (G);



     Notwithstanding anything to the contrary contained herein, the foregoing provisions of this
Granting Clause (G) shall not constitute an assignment for purposes of security but shall to the
extent permitted by, or not prohibited by, the Nevada Gaming Laws and other applicable law
constitute an absolute and present assignment of the Rents to Beneficiary, subject, however, to the
conditional license given to Trustor to collect and use the Rents as hereinabove provided; and the
existence or exercise of such right of Trustor shall not operate to subordinate this assignment to
any subsequent assignment, in whole or in part, by Trustor;



     (H) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to
any and all maps, plans, specifications, surveys, studies, tests, reports, data and drawings
relating to the development of the Site, the Project or the Improvements including, without
limitation, all marketing plans, feasibility studies, soils tests, design contracts and all
contracts and agreements of Trustor relating thereto including, without limitation, architectural,
structural, mechanical and engineering plans and specifications, studies, data and drawings
prepared for or relating to the development of the Site, the Project or the Improvements or the
construction, renovation or restoration of any of the Improvements or the extraction of minerals,
sand, gravel or other valuable substances from the Site, the Project or the Improvements and
purchase contracts or any agreement granting Trustor a right to acquire any land situated within
Clark County, Nevada;



     (I) TOGETHER WITH, to the extent permitted by, or not prohibited by, the Nevada
Gaming Laws and other applicable Legal Requirements, all the estate, right, title and interest of
Trustor of, in and to any and all licenses, permits, variances, special permits, franchises,
certificates, rulings, certifications, validations, exemptions, filings, registrations,
authorizations, consents, approvals, waivers, orders, rights and agreements (including, without
limitation, options, option rights or contract rights) now or hereafter obtained by Trustor from
any Governmental Authority having or claiming jurisdiction over the Site, the Project, the
Improvements or any other element of the Trust Estate or providing access thereto, or the operation
of any business on, at or from the Site, the Project or the Improvements including,



10









 







without limitation, any liquor or Gaming Licenses (except for any registrations, licenses,
findings of suitability or approvals issued by the Nevada Gaming Authorities or any other liquor or
gaming licenses which are non-assignable); provided, that upon an Event of Default
hereunder or under the Credit Agreement, if Beneficiary is not qualified under the Nevada Gaming
Laws to hold such Gaming Licenses, then Beneficiary may designate an appropriately qualified third
party to which an assignment of such Gaming Licenses can be made in compliance with the Nevada
Gaming Laws;



     (J) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to
all water stock, water permits and other water rights relating to the Site, the Project or the
Improvements;



     (K) TOGETHER WITH all the estate, right, title and interest of Trustor of, in and to
all oil and gas and other mineral rights, if any, in or pertaining to the Site, the Project or the
Improvements and all royalty, leasehold and other rights of Trustor pertaining thereto;



     (L) TOGETHER WITH any and all monies and other property, real or personal, which may
from time to time be subjected to the Lien hereof by Trustor or by anyone on its behalf or with its
consent, or which may come into the possession or be subject to the control of Trustee or
Beneficiary, pursuant to this Deed of Trust or any Collateral Document granting a security interest
to the Beneficiary, including, without limitation, any Protective Advances under this Deed of
Trust; and all of Trustor’s right, title, and interest in and to all extensions, improvements,
betterments, renewals, substitutes for and replacements of, and all additions, accessions, and
appurtenances to, any of the foregoing that Trustor may subsequently acquire or obtain by any
means, or construct, assemble, or otherwise place on any of the Trust Estate, and all conversions
of any of the foregoing; it being the intention of Trustor that all property hereafter acquired by
Trustor and required by this Deed of Trust or any Collateral Document granting a security interest
to the Beneficiary to be subject to the Lien of this Deed of Trust or intended so to be shall
forthwith upon the acquisition thereof by Trustor be subject to the Lien of this Deed of Trust as
if such property were now owned by Trustor and were specifically described in this Deed of Trust
and granted hereby or pursuant hereto, and Trustee and Beneficiary are hereby authorized, subject
to Nevada Gaming Laws and other applicable Legal Requirements, to receive any and all such property
as and for additional security for the obligations secured or intended to be secured hereby.
Trustor agrees to take any action as may reasonably be necessary to evidence and perfect such Liens
or security interests, including, without limitation, the execution of any documents necessary to
evidence and perfect such Liens or security interests;



     (M) TOGETHER WITH, to the extent permitted by applicable Legal Requirements, any and
all Accounts Receivable and all royalties, earnings, Income, proceeds, products, Rents, revenues,
reversions, remainders, issues, profits, avails, production payments, and other benefits directly
or indirectly derived or otherwise arising from any of the foregoing, all of which are hereby
assigned to Beneficiary, who, except as otherwise expressly provided in this Deed of Trust
(including the provisions of Section 1.13 hereof), is authorized to collect and receive the
same, to give receipts and acquittances therefor and to apply the same to the Obligations secured
hereunder, whether or not then due and payable;



11









 





     (N) TOGETHER WITH Proceeds of the foregoing property described in Granting Clauses
(A) through (M);



     (O) TOGETHER WITH Trustor’s rights further to assign, sell, lease, encumber or
otherwise transfer or dispose of the property described in Granting Clauses (A) through (N)
inclusive, above, for debt or otherwise; and



     (P) EXPRESSLY EXCLUDING, HOWEVER, (i) Specified FF&E, (ii) any assets which if
pledged, hypothecated or given as collateral security would require Trustor to seek approval of any
Nevada Gaming Authority of the pledge, hypothecation or collateralization, or require the
Beneficiary or any Person to be licensed, qualified or found suitable by an applicable Nevada
Gaming Authority, (iii) any contracts, contract rights, permits or general intangibles, which by
their terms or the operation of law prohibit or do not allow assignment or require any consent for
assignment which has not been obtained or which would be breached by virtue of a security interest
being granted therein, (iv) any property or assets subject to a Permitted Lien described in clauses
(n), (r), (s) or (y) of Section 6.2 of the Credit Agreement and (v) any collateral expressly
excluded under Section 2.2 of the Security Agreement;



provided, notwithstanding anything to the contrary herein, the Lien of this Deed of Trust granted
pursuant to the foregoing Granting Clauses for the benefit of the Beneficiary shall secure the Bank
Secured Obligations and the LVSC Notes Secured Obligations on an equal and ratable basis, and the
proceeds of any Collateral realized by the Beneficiary pursuant to the provisions of this Deed of
Trust shall be applied by the Beneficiary on an equal and ratable basis to payment of the Bank
Secured Obligations and the LVSC Secured Obligations as provided in Section 7.2 of the Security
Agreement.



     Trustor, for itself and its successors and assigns, covenants and agrees to and with Trustee
that, at the time or times of the execution of and delivery of these presents or any instrument of
further assurance with respect thereto, Trustor has good right, full power and lawful authority to
assign, grant, convey, warrant, transfer, bargain or sell its interests in the Trust Estate in the
manner and form as aforesaid, and that the Trust Estate is free and clear of all Liens whatsoever,
except the Permitted Liens, and Trustor shall warrant and forever defend the Trust Estate in the
quiet and peaceable possession of Trustee and its successors and assigns against all and every
Person lawfully or otherwise claiming or to claim the whole or any part thereof, subject to
Permitted Liens. Trustor agrees that any greater title to the Trust Estate hereafter acquired by
Trustor during the term hereof shall be automatically subject hereto.



ARTICLE ONE




COVENANTS OF TRUSTOR




     The Lenders have been induced to enter into the Credit Agreement and the other Loan Documents
and to make the Loans to Trustor on the basis of the following material covenants and the holders
of the LVSC Notes purchased the LVSC Notes on the basis of assurances that they would benefit from
the following material covenants, all agreed to by Trustor:



12









 





     1.1 Performance of Deed of Trust. Trustor shall perform, observe and comply and shall
cause each subsidiary Guarantor to perform, observe and comply with each and every provision hereof
and of the other Loan Documents and shall promptly pay, when payment shall become due, the
principal with interest thereon, the other Obligations and all other sums required to be paid by
Trustor hereunder and thereunder, as the case may be.



     1.2 General Representations, Covenants and Warranties. Trustor represents, covenants
and warrants that: (a) Trustor has good and marketable title to an indefeasible fee estate in the
Site, free and clear of all Liens except Permitted Liens, and that it has the right to hold, occupy
and enjoy its interest in the Trust Estate, and has good right, full power and lawful authority to
subject the Trust Estate to the Lien of this Deed of Trust and pledge the same as provided herein
and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the
entire Trust Estate in accordance with the terms hereof; (b) neither Trustor nor any of its
Subsidiaries is Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated
by or, to the best of Trustor’s knowledge, threatened against Trustor nor any of its Subsidiaries;
(c) all costs arising from construction of any Improvements, the performance of any labor and the
purchase of all Tangible Collateral and the Improvements have been or shall be paid when due
(subject to the provisions of the Credit Agreement and this Deed of Trust); (d) Trustor shall at
all times conduct and operate the Trust Estate in a manner so as not to lose, or permit any
Guarantor to lose the right to conduct gaming activities at the Project; (e) no material part of
the Trust Estate has been damaged, destroyed, condemned or abandoned, other than those portions of
the Trust Estate that have been the subject of condemnation proceedings that have resulted in the
conveyance of such portion of the Trust Estate to the Trustor; (f) no part of the Trust Estate is
the subject of condemnation proceedings and Trustor has no knowledge of any contemplated or pending
condemnation proceeding with respect to any portion of the Trust Estate; and (g) Trustor
acknowledges and agrees that it presently uses, and has in the past used, certain trade or
fictitious names in connection with the operation of the business at the Trust Estate, including
the names “Palazzo Resort Hotel Casino” and “Palazzo” (all of the foregoing, collectively, the
“Enumerated Names”). For all purposes of this Deed of Trust it shall be deemed that the
term “Trustor” includes, in addition to “Venetian Casino Resort, LLC”, all trade or fictitious
names that Trustor (or any successor or assign thereof) now or hereafter uses, or has in the past
used with respect to the Site, the Project or the Improvements without limitation, with the same
force and effect as if this Deed of Trust had been executed in all such names (in addition to
“Venetian Casino Resort, LLC”).



     1.3
[Intentionally Omitted].


     1.4
 [Intentionally Omitted].


     1.5  [Intentionally Omitted].



     1.6 Compliance with Legal Requirements. Trustor shall promptly, fully, and faithfully
comply in all material respects with all Legal Requirements and shall cause all portions of the
Trust Estate and its use and occupancy to fully comply in all material respects with Legal
Requirements at all times, whether or not such compliance requires work or remedial measures that
are ordinary or extraordinary, foreseen or unforeseen, structural or nonstructural, or that
interfere with the use or enjoyment of the Trust Estate, in each case to the extent that



13









 







noncompliance could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.



     1.7 Impositions. Except as otherwise permitted by Section 5.3 of the Credit
Agreement, (a) Trustor shall pay all Impositions as they become due and payable and shall deliver
to Beneficiary promptly upon Beneficiary’s request, evidence satisfactory to Beneficiary that the
Impositions have been paid or are not delinquent; and (b) in the event of the passage of any law
deducting from the value of real property for the purposes of taxation any Lien thereon, or
changing in any way the taxation of deeds of trust or obligations secured thereby for state or
local purposes, or the manner of collecting such Impositions or taxes and imposing an Imposition or
tax, either directly or indirectly, on this Deed of Trust or the other Loan Documents or LVSC Notes
Documents, Trustor shall pay all such Impositions and taxes and all payments required with respect
to Impositions and taxes pursuant to the terms of the Cooperation Agreement (including, without
limitation, Article VI thereof).



     1.8 Insurance.



     (a) Insurance Requirements and Proceeds.




     (i) Hazard Insurance. Trustor shall at its sole expense obtain for, deliver
to, assign and maintain for the benefit of Beneficiary, during the term of this Deed of
Trust, insurance policies insuring the Trust Estate and liability insurance policies, all in
accordance with the requirements of Section 5.5 of the Credit Agreement, if
applicable. Trustor shall promptly pay when due any premiums on such insurance policies and
on any renewals thereof and all payments required with respect to the procurement of
insurance pursuant to the terms of the Cooperation Agreement (including, without limitation,
Article VI thereof). In the event of the foreclosure of this Deed of Trust or any
other transfer of title to the Trust Estate in extinguishment of the Obligations and other
sums secured hereby, all right, title and interest of Beneficiary in and to all insurance
policies and renewals thereof then in force shall pass to the purchaser or grantee.




     (ii) Handling of Proceeds. All Proceeds from any insurance policies shall be
disbursed in accordance with Articles X and XI of the Cooperation Agreement
(or any relevant provision of any permitted future amendment thereof) or otherwise in
accordance with the provisions of Sections 2.14(b) and 5.5 of the Credit Agreement,
if applicable.



     (b) Compliance with Insurance Policies. Trustor shall not violate or permit to be
violated any of the conditions or provisions of any policy of insurance required by the Credit
Agreement, the Cooperation Agreement or this Deed of Trust and Trustor shall so perform and satisfy
the requirements of the companies writing such policies that, at all times, companies of good
standing shall be willing to write and/or continue such insurance. Trustor further covenants to
promptly send to Beneficiary all notices relating to any violation of such policies or otherwise
affecting Trustor’s insurance coverage or ability to obtain and maintain such insurance coverage.



14









 





     1.9 Condemnation. Upon the occurrence and during the continuation of an Event of
Default, Beneficiary is hereby authorized, at its option, to commence, appear in and prosecute in
its own or Trustor’s name any action or proceeding relating to any condemnation and, subject to
Article XII of the Cooperation Agreement, to settle or compromise any claim in connection
therewith, and Trustor hereby appoints Beneficiary as its attorney-in-fact to take any action in
Trustor’s name pursuant to Beneficiary’s rights hereunder. Immediately upon obtaining knowledge of
the institution of any proceedings for the condemnation of the Trust Estate, or any portion
thereof, Trustor shall notify the Trustee and Beneficiary of the pendency of such proceedings.
Trustor from time to time shall execute and deliver to Beneficiary all instruments requested by it
to permit such participation; provided, however, that such instruments shall be
deemed as supplemental to the foregoing grant of permission to Trustee and Beneficiary, and unless
otherwise required, the foregoing permission shall, without more, be deemed sufficient to permit
Trustee and/or Beneficiary to participate in such proceedings on behalf of Trustor. All such
compensation awards, damages, claims, rights of action and Proceeds, and any other payments or
relief, and the right thereto, whether paid to Beneficiary or Trustor, are included in the Trust
Estate. All such Proceeds paid directly to the Trustor shall be applied in accordance with
Article XII of the Cooperation Agreement and Section 2.14(b) of the Credit
Agreement. Trustor hereby waives any rights it may have under NRS 37.115, as amended or recodified
from time to time.



     1.10 Space Leases.



     (a) Trustor represents and warrants that:




     (i) Trustor has delivered to Beneficiary true, correct and complete copies of all Space
Leases, including all amendments and modifications, written or oral existing as of the date
hereof;




     (ii) Trustor has not executed or entered into any modifications or amendments of the
Space Leases, either orally or in writing, other than written amendments that have been
delivered or disclosed to Beneficiary in writing;




     (iii) except as set forth in Schedule 1.10, to Trustor’s knowledge, no default now
exists under any Space Lease on the part of Trustor or the tenant thereunder;




     (iv) except as set forth in Schedule 1.10, to Trustor’s knowledge, no event has
occurred that, with the giving of notice or the passage of time or both, would constitute
such a default or would entitle Trustor or any other party under such Space Lease to cancel
the same or otherwise avoid its obligations;




     (v) Trustor has not accepted prepayments of installments of Rent under any Space
Leases, except for installment payments not in excess of one month’s Rent and security
deposits;




     (vi) except for Permitted Liens, Trustor has not executed any assignment or pledge of
any of Space Leases, the Rents, or of Trustor’s right, title and interest in the same; and



15









 






     (vii) this Deed of Trust does not constitute a violation or default under any Space
Lease, and is and shall at all times constitute a valid Lien on Trustor’s interests in the
Space Leases.



     (b) After an Event of Default, Trustor shall deliver to Beneficiary the executed originals of
all Space Leases.



     1.11 Authorization by Trustor.



     Trustor agrees that in the event the ownership of the Trust Estate or any part thereof becomes
vested in a person other than Trustor, Beneficiary may, without notice to Trustor, deal in any way
with such successor or successors in interest with reference to this Deed of Trust and the
Obligations hereby secured without in any way vitiating or discharging Trustor’s or any
guarantor’s, surety’s or endorser’s liability hereunder or upon the obligations hereby secured. No
sale of the Trust Estate and no forbearance to any person with respect to this Deed of Trust and no
extension to any person of the time for payment of the Obligations, and other sums hereby secured
given by Beneficiary shall operate to release, discharge, modify, change or affect the original
liability of Trustor, or such guarantor, surety or endorser either in whole or in part.



     1.12 Security Agreement and Financing Statements. Trustor (as debtor) hereby grants
to Beneficiary (as creditor and secured party) a present and future security interest in all
Tangible Collateral, Intangible Collateral, FF&E (subject to the provisions of Sections 6.1 and 6.2
of the Credit Agreement which permit the granting of certain security interests in Specified FF&E
to the providers of Indebtedness which may be incurred under said Section), and Improvements, in
each case to the extent that the same constitutes a part of the Trust Estate, all other personal
property now or hereafter owned or leased by Trustor or in which Trustor has or will have any
interest, to the extent that such property constitutes a part of the Trust Estate (whether or not
such items are stored on the Site, the Project, the Improvements or elsewhere), Proceeds of the
foregoing comprising a portion of the Trust Estate and all proceeds of insurance policies and
consideration awards arising therefrom and all proceeds, products, substitutions, and accessions
therefor and thereto, subject to Beneficiary’s rights to treat such property as real property as
herein provided (collectively, the “Personal Property”). Trustor shall execute any and all
documents and writings, including without limitation financing statements pursuant to the UCC, as
may be necessary or prudent to preserve and maintain the priority of the security interest granted
hereby on property which may be deemed subject to the foregoing security agreement or as
Beneficiary may reasonably request, and shall pay to Beneficiary on demand any reasonable expenses
incurred by Beneficiary in connection with the preparation, execution and filing of any such
documents. Trustor hereby authorizes and empowers Beneficiary to execute and file, on Trustor’s
behalf, all financing statements and refilings and continuations thereof as advisable to create,
preserve and protect said security interest. This Deed of Trust constitutes both a real property
deed of trust and a “security agreement,” within the meaning of the UCC, and the Trust Estate
includes both real and personal property and all other rights and interests, whether tangible or
intangible in nature, of Trustor in the Trust Estate. Trustor by executing and delivering this
Deed of Trust has granted to Beneficiary, as security of the Obligations, a security interest in
the Trust Estate.



16









 





     (a) Fixture Filing. Without in any way limiting the generality of the immediately
preceding paragraph or of the definition of the Trust Estate, this Deed of Trust constitutes a
fixture filing under Section 9-502 of the UCC (NRS 104.9502(3)). For such purposes, (i) the
“debtor” is each Trustor and their respective addresses are the addresses given for each such
Person in the initial paragraph of this Deed of Trust; (ii) the “secured party” is Beneficiary, and
its address for the purpose of obtaining information is the address given for it in the initial
paragraph of this Deed of Trust; (iii) the real estate to which the fixtures are or are to become
attached is Trustor’s interest in the Site, the Project and the Improvements; and (iv) the record
owner of such real estate or interests therein is Trustor.



     (b) Remedies. This Deed of Trust shall be deemed a security agreement as defined in
the UCC and the remedies for any violation of the covenants, terms and conditions of the agreements
herein contained shall include any or all of (i) those prescribed herein, and (ii) those available
under applicable Legal Requirements, and (iii) those available under the UCC, all at Beneficiary’s
sole election. In addition, a photographic or other reproduction of this Deed of Trust shall be
sufficient as a financing statement for filing wherever filing may be necessary to perfect or
continue the security interest granted herein.



     (c) Derogation of Real Property. It is the intention of the parties that the filing
of a financing statement in the records normally having to do with personal property shall never be
construed as in anyway derogating from or impairing the express declaration and intention of the
parties hereto as hereinabove stated that everything used in connection with the production of
Income from the Trust Estate and/or adapted for use therein and/or which is described or reflected
in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal
or equitable, shall be regarded as part of the real property encumbered by this Deed of Trust
irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial
numbers are used for the better identification of certain equipment items capable of being thus
identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such
item is referred to or reflected in any such financing statement so filed at any time. It is the
intention of the parties that the mention in any such financing statement of (1) rights in or to
the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain
proceedings for a taking or for loss of value, or (3) Trustor’s interest as lessors in any present
or future Space Lease or rights to Rents, shall never be construed as in any way altering any of
the rights of Beneficiary as determined by this Deed of Trust or impugning the priority of
Beneficiary’s real property Lien granted hereby or by any other recorded document, but such mention
in the financing statement is declared to be for the protection of Beneficiary in the event any
court or judge shall at any time hold with respect to the matters set forth in the foregoing
clauses (1), (2) and (3) that notice of Beneficiary’s priority of interest to be effective against
a particular class of Persons, including but not limited to, the federal government and any
subdivisions or entity of the federal government, must be filed in the UCC records.



     (d) Priority; Permitted Financing of Tangible Collateral. All Personal Property of
any nature whatsoever which is subject to the provisions of this security agreement shall be
purchased or obtained by Trustor in its name and free and clear of any Lien or encumbrance, except
for Permitted Liens, for use only in connection with the business and operation of the Project, and
shall be and at all times remain free and clear of any lease or similar arrangement, chattel
financing, installment sale agreement, security agreement and any encumbrance of like



17









 







kind, so that Beneficiary’s security interest shall attach to and vest in Trustor for the
benefit of Beneficiary, with the priority herein specified, immediately upon the installation or
use of the Personal Property at the Site, the Project or the Improvements and Trustor warrants and
represents that Beneficiary’s security interest in the Personal Property is a validly attached and
binding security interest, properly perfected and prior to all other security interests therein
subject to Permitted Liens.



     (e) Preservation of Contractual Rights of Collateral. Trustor shall, to the extent
required to do so under the Credit Agreement, prior to delinquency, default, or forfeiture, perform
all obligations and satisfy all material conditions required on its part to be satisfied to
preserve its rights and privileges under any contract, lease, license, permit, or other
authorization (i) under which it holds any Tangible Collateral or (ii) which constitutes part of
the Intangible Collateral, except where Trustor is contesting such obligations in accordance with
the Credit Agreement.



     (f) Removal of Collateral. Except as permitted herein or under the Credit Agreement,
none of the Tangible Collateral shall be removed from the Trust Estate without Beneficiary’s prior
written consent.



     (g) Change of Name. Trustor shall not change its corporate or business name, or do
business within the State under any name other than such name, or any trade name(s) other than
those as to which Trustor gives prior written notice to Beneficiary of its intent to use such trade
names, or any other business names (if any) specified in the financing statements delivered to
Beneficiary for filing in connection with the execution hereof, without providing Beneficiary with
the additional financing statement(s) and any other similar documents deemed reasonably necessary
by Beneficiary to assure that its security interest remains perfected and of undiminished priority
in all such Personal Property notwithstanding such name change.



     (h) Release of Liens. To the extent any property (including Specified FF&E) is
financed by any lender pursuant to an FF&E Facility or pursuant to Section 6.1(f) or
6.1(j) of the Credit Agreement (or there is any refinancing of such financing) and such
financing or refinancing is secured by Liens permitted under Section 6.2(n) of the Credit
Agreement, the Trustee shall release the Liens in favor of the Beneficiary on such property and in
connection therewith at the Trustor’s expense, execute and deliver to the Trustor such documents
(including, without limitation UCC-3 termination statements) as the Trustor may reasonably request
to evidence such termination.



     1.13 Assignment of Rents and Leases. The assignment of Rents and Leases set out above
in Granting Clause (G) shall constitute an absolute and present assignment to Beneficiary, subject
to the revocable license granted therein to Trustor to collect the Rents, and shall be fully
operative without any further action on the part of any party, and specifically upon the occurrence
of an Event of Default such license shall be automatically revoked and Beneficiary shall be
entitled upon the occurrence of an Event of Default hereunder to all Rents and to enter into the
Site, the Project and the Improvements to collect all such Rents until such time as such Event of
Default is cured and such cure is accepted by the Beneficiary; provided, however,
that Beneficiary shall not be obligated to take possession of the Trust Estate, or any portion
thereof. The absolute assignment contained in Granting Clause (G) shall not be deemed to impose
upon Beneficiary any of the obligations or duties of Trustor provided in any such Space Lease



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(including, without limitation, any liability under the covenant of quiet enjoyment contained
in any Space Lease in the event that any lessee shall have been joined as a party defendant in any
action to foreclose this Deed of Trust and shall have been barred and foreclosed thereby of all
right, title and interest and equity of redemption in the Trust Estate or any part thereof).




     1.14 [Intentionally Omitted].



     1.15 Beneficiary’s Cure of Trustor’s Default. If Trustor defaults hereunder in the
payment of any tax, assessment, Lien, encumbrance or other Imposition, in its obligation to furnish
insurance hereunder, or in the performance or observance of any other covenant, condition or term
of this Deed of Trust or the Cooperation Agreement, Beneficiary may, but is not obligated to, to
preserve its interest in the Trust Estate, perform or observe the same, but only upon not less than
five Business Days’ notice to Trustor and all payments made (whether such payments are regular or
accelerated payments) and reasonable costs and expenses incurred or paid by Beneficiary in
connection therewith shall become due and payable immediately. The amounts so incurred or paid by
Beneficiary, together with interest thereon at the Default Rate from the date incurred until paid
by Trustor, shall be added to the Obligations and secured by the Lien of this Deed of Trust.
Beneficiary is hereby empowered to enter and to authorize others to enter upon the Site, the
Project or the Improvements or any part thereof for the purpose of performing or observing any such
defaulted covenant, condition or term, without thereby becoming liable to Trustor or any Person in
possession holding under Trustor. No exercise of any rights under this Section 1.15 by
Beneficiary shall cure or waive any Event of Default or notice of default hereunder or invalidate
any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and
remedies.



     1.16 Use of Land. Trustor covenants that the Trust Estate shall be used and operated
in a manner reasonably consistent with (i) the description of the Project in the Cooperation
Agreement and (ii) Section 5.4 of the Credit Agreement.



     1.17 Affiliates and Guarantors.



     (a) Subject to Trust Deed. Subject to compliance with requirements of applicable
Nevada Gaming Laws, Trustor shall cause all of its Affiliates and Subsidiaries in any way involved
with the operation of all or a portion of the Trust Estate to observe the covenants and conditions
of this Deed of Trust to the extent necessary to give the full intended effect to such covenants
and conditions and to protect and preserve the security of Beneficiary hereunder. Trustor shall,
at Beneficiary’s request, cause any such Affiliate or Guarantor to execute and deliver to
Beneficiary or Trustee such further instruments or documents as Beneficiary may reasonably deem
necessary to effectuate the terms of this Section 1.17(a).



     (b) Restriction on Use of Subsidiary or Affiliate. Except as permitted under the
Credit Agreement or the Loan Documents, Trustor shall not use any Affiliate or Subsidiary in the
operation of the Trust Estate, the Project or the Easements if such use would in any way impair the
security for the Obligations or cause a breach of any covenant of this Deed of Trust, the Credit
Agreement or any other Loan Documents.



     1.18 [Intentionally Omitted].



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ARTICLE TWO




CORPORATE LOAN PROVISIONS




     2.1 Interaction with Credit Agreement.



     (a) Incorporation by Reference. All terms, covenants, conditions, provisions and
requirements of the Credit Agreement are incorporated by reference in this Deed of Trust.



     (b) Conflicts. In the event of any conflict or inconsistency between the provisions
of this Deed of Trust and those of the Credit Agreement, the provisions of the Credit Agreement
shall govern.



     2.2 Other Collateral. This Deed of Trust is one of a number of Collateral Documents
to secure the Obligations delivered by or on behalf of Trustor pursuant to the Credit Agreement,
the other Loan Documents, the LVSC Notes Indenture and the LVSC Notes Documents and securing the
Obligations secured hereunder. All potential junior Lien claimants are placed on notice that,
under any of the Loan Documents or the LVSC Notes Documents and any other documents granting a
security interest to the Beneficiary or otherwise (such as by separate future unrecorded agreement
between Trustor and Beneficiary), other collateral for the Obligations secured hereunder (i.e.,
collateral other than the Trust Estate) may, under certain circumstances, be released without a
corresponding reduction in the total principal amount secured by this Deed of Trust. Such a
release would decrease the amount of collateral securing the Obligations, thereby increasing the
burden on the remaining Trust Estate created and continued by this Deed of Trust. No such release
shall impair the priority of the Lien of this Deed of Trust. By accepting its interest in the
Trust Estate, each and every junior Lien claimant shall be deemed to have acknowledged the
possibility of, and consented to, any such release. Nothing in this paragraph shall impose any
obligation upon Beneficiary.



ARTICLE THREE




DEFAULTS




     3.1 Event of Default. The term “Event of Default,” wherever used in this Deed
of Trust, shall mean any one or more of the events of default listed in Section 8 of the Credit
Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by
operation of law or pursuant to or in compliance with any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) and it shall be an Event
of Default under this Deed of Trust if Trustor or any other “borrower” (as defined in NRS 106.310)
who may send a notice pursuant to NRS 106.380(1) with respect to this Deed of Trust (i) delivers,
sends or otherwise gives to Beneficiary (A) any notice of an election to terminate the operation of
this Deed of Trust as security for any indebtedness secured by this instrument, including, without
limitation, any obligation to repay any “future advance” (as defined in NRS 106.320) or “principal”
(as defined in NRS 106.345), or (B) any other notice pursuant to NRS 106.380(1); (ii) records a
statement pursuant to NRS 106.380(3); or (iii) causes this Deed of Trust, any indebtedness secured
by this instrument or Beneficiary to be subject to NRS 106.380(2), 106.380(3), or 106.400.



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ARTICLE FOUR




REMEDIES




     4.1 Acceleration of Maturity. If an Event of Default occurs, the Bank Agent may
(except that such acceleration shall be automatic if the Event of Default is caused by a Trustor’s
Bankruptcy) declare all Bank Secured Obligations to be immediately due and payable, and upon such
declaration such principal and interest and other sums constituting Bank Secured Obligations shall
immediately become due and payable without demand, presentment, notice or other requirements of any
kind (all of which Trustor waives) notwithstanding anything in this Deed of Trust or any Loan
Document or applicable law to the contrary.



     4.2 Protective Advances. If Trustor fails to make any payment or perform any
Obligation or any other obligation under the other Operative Documents or the Resort Complex
Operative Documents, then without thereby limiting Beneficiary’s other rights or remedies, waiving
or releasing any of Trustor’s obligations, or imposing any obligation on Beneficiary, Beneficiary
may either advance any amount owing or perform any or all actions that Beneficiary considers
necessary or appropriate to cure such default; provided, that, unless an Event of Default
shall have occurred and be continuing, Beneficiary shall have delivered notice thereof to Trustor
and Trustor shall have failed to make such payment or perform such obligation within five (5)
Business Days of receiving such notice. All such advances shall constitute “Protective
Advances.” No sums advanced or performance rendered by Beneficiary shall cure, or be deemed a
waiver of any Event of Default.



     4.3 Institution of Equity Proceedings. If an Event of Default occurs, Beneficiary may
institute an action, suit or proceeding in equity for specific performance of this Deed of Trust or
the Loan Documents or LVSC Notes Documents, all of which shall be specifically enforceable by
injunction or other equitable remedy. Trustor waives any defense based on laches or any applicable
statute of limitations.



     4.4 Beneficiary’s Power of Enforcement.



     (a) If an Event of Default occurs, Beneficiary shall be entitled, at its option and in its
sole and absolute discretion, to prepare and record on its own behalf, or to deliver to Trustee for
recording, if appropriate, written declaration of default and demand for sale and written Notice of
Default and Election to Sell (NRS 107.080) (or other statutory notice) to cause the Trust Estate to
be sold to satisfy the obligations hereof, and in the case of delivery to Trustee, Trustee shall
cause said notice to be filed for record.



     (b) After the lapse of such time as may then be required by law following the recordation of
said Notice of Breach and Election to Sell, and notice of sale having been given as then required
by law, including compliance with all applicable Nevada Gaming Laws, Trustee without demand on
Trustor, shall sell the Trust Estate or any portion thereof at the time and place fixed by it in
said notice, either as a whole or in separate parcels, and in such order as it may determine, at
public auction to the highest bidder, of cash in lawful money of the United States payable at the
time of sale. Trustee may, for any cause it deems expedient, postpone the sale of all or any
portion of said property until it shall be completed and, in every case, notice of



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postponement shall be given by public announcement thereof at the time and place last
appointed for the sale and from time to time thereafter Trustee may postpone such sale by public
announcement at the time fixed by the preceding postponement. Trustee shall execute and deliver to
the purchaser its Deed, Bill of Sale, or other instrument conveying said property so sold, but
without any covenant or warranty, express or implied. The recitals in such instrument of
conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any
Person, including Beneficiary, may bid at the sale.



     (c) After deducting all costs, fees and expenses of Trustee and of this Deed of Trust,
including, without limitation, costs of evidence of title and reasonable attorneys’ fees of Trustee
or Beneficiary in connection with a sale, Trustee shall apply the proceeds of such sale to payment
of all sums expended under the terms hereof not then repaid, with accrued interest at the Default
Rate to the payment of all other sums then secured hereby and the remainder, if any, to the Person
or Persons legally entitled thereto as provided in NRS 40.462.



     (d) Subject to compliance with applicable Nevada Gaming Laws, if any Event of Default occurs,
Beneficiary may, either with or without entry or taking possession of the Trust Estate, and without
regard to whether or not the Obligations and other sums secured hereby shall be due and without
prejudice to the right of Beneficiary thereafter to bring an action or proceeding to foreclose or
any other action for any default existing at the time such earlier action was commenced, proceed by
any appropriate action or proceeding: (1) to enforce payment of the Obligations, to the extent
permitted by law, or the performance of any term hereof or any other right; (2) to foreclose this
Deed of Trust in any manner provided by law for the foreclosure of mortgages or deeds of trust on
real property and to sell, as an entirety or in separate lots or parcels, the Trust Estate or any
portion thereof pursuant to applicable Legal Requirements or under the judgment or decree of a
court or courts of competent jurisdiction, and Beneficiary shall be entitled to recover in any such
proceeding all costs and expenses incident thereto, including reasonable attorneys’ fees in such
amount as shall be awarded by the court; and (3) to pursue any other remedy available to it
(whether under the Loan Documents, the LVSC Notes Documents or otherwise). In addition, subject to
compliance with applicable Nevada Gaming Laws, if any Event of Default occurs, the Bank Agent may
exercise any rights and remedies available to it under the Loan Documents. Beneficiary shall take
action either by such proceedings or by the exercise of its powers with respect to entry or taking
possession, or both, as Beneficiary may determine.



     (e) The remedies described in this Section 4.4 may be exercised with respect to all or
any portion of the Personal Property, either simultaneously with the sale of any real property
encumbered hereby or independent thereof. Beneficiary shall at any time be permitted to proceed
with respect to all or any portion of the Personal Property in any manner permitted by the UCC.
Trustor agrees that Beneficiary’s inclusion of all or any portion of the Personal Property (and all
personal property that is subject to a security interest in favor, or for the benefit, of
Beneficiary) in a sale or other remedy exercised with respect to the real property encumbered
hereby, as permitted by the UCC, is a commercially reasonable disposition of such property.



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     4.5 Beneficiary’s Right to Enter and Take Possession, Operate and Apply Income.



     (a) Subject to compliance with applicable Nevada Gaming Laws, if an Event of Default occurs,
(i) Trustor, upon demand of Beneficiary, shall forthwith surrender to Beneficiary the actual
possession and, if and to the extent permitted by law, Beneficiary itself, or by such officers or
agents as it may appoint, may enter and take possession of all the Trust Estate including the
Personal Property, without liability for trespass, damages or otherwise, and may exclude Trustor
and its agents and employees wholly therefrom and may have joint access with Trustor to the books,
papers and accounts of Trustor; and (ii) Trustor shall pay monthly in advance to Beneficiary on
Beneficiary’s entry into possession, or to any receiver appointed to collect the Rents, all Rents
then due and payable.



     (b) If Trustor shall for any reason fail to surrender or deliver the Trust Estate, the
Personal Property or any part thereof after Beneficiary’s demand, Beneficiary may obtain a judgment
or decree conferring on Beneficiary or Trustee the right to immediate possession or requiring
Trustor to deliver immediate possession of all or part of such property to Beneficiary or Trustee
and Trustor hereby specifically consents to the entry of such judgment or decree. Trustor shall
pay to Beneficiary or Trustee, upon demand, all reasonable costs and expenses of obtaining such
judgment or decree and reasonable compensation to Beneficiary or Trustee, their attorneys and
agents, and all such costs, expenses and compensation shall, until paid, be secured by the Lien of
this Deed of Trust.



     (c) Subject to compliance with applicable Nevada Gaming Laws, upon every such entering upon or
taking of possession, Beneficiary or Trustee may hold, store, use, operate, manage and control the
Trust Estate and conduct the business thereof, and, from time to time in its sole and absolute
discretion and without being under any duty to so act:




     (i) make all necessary and proper maintenance, repairs, renewals, replacements,
additions, betterments and improvements thereto and thereon and purchase or otherwise
acquire additional fixtures, personalty and other property;




     (ii) insure or keep the Trust Estate insured;




     (iii) manage and operate the Trust Estate and exercise all the rights and powers of
Trustor in their name or otherwise with respect to the same;




     (iv) enter into agreements with others to exercise the powers herein granted
Beneficiary or Trustee, all as Beneficiary or Trustee from time to time may determine; and,
subject to the absolute assignment of the Rents and Leases to Beneficiary, Beneficiary or
Trustee may collect and receive all the Rents, including those past due as well as those
accruing thereafter; and shall apply the monies so received by Beneficiary or Trustee in
such priority as Beneficiary may determine to (1) the payment of interest and principal due
and payable on the Obligations, (2) the deposits for Impositions and insurance premiums due,
(3) the cost of insurance, Impositions and other proper charges upon the Trust Estate or any
part thereof; (4) the compensation, expenses and disbursements of the agents, attorneys and
other representatives of Beneficiary or



23









 







Trustee; and (5) any other charges or costs required to be paid by Trustor under the
terms hereof; and




     (v) rent or sublet the Trust Estate or any portion thereof for any purpose permitted by
this Deed of Trust.



     Beneficiary or Trustee shall surrender possession of the Trust Estate and the Personal
Property to Trustor only when all that is due upon such interest and principal, Imposition and
insurance deposits, and all amounts under any of the terms of the Credit Agreement, the LVSC Notes
Indenture or this Deed of Trust, shall have been paid and other Obligations performed. The same
right of taking possession, however, shall exist if any subsequent Event of Default shall occur and
be continuing.



     4.6 Leases. Beneficiary is authorized to foreclose this Deed of Trust subject to the
rights of any tenants of the Trust Estate, and the failure to make any such tenants parties
defendant to any such foreclosure proceedings and to foreclose their rights shall not be, nor be
asserted by Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the
sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the
Trust Estate, or any portion thereof. Unless otherwise agreed by Beneficiary in writing, all Space
Leases executed subsequent to the date hereof, or any part thereof, shall be subordinate and
inferior to the Lien of this Deed of Trust; provided, however, from time to time
Beneficiary may execute and record among the land records of the jurisdiction where this Deed of
Trust is recorded, subordination statements with respect to such of said Space Leases as
Beneficiary may designate in its sole discretion, whereby the Space Leases so designated by
Beneficiary shall be made superior to the Lien of this Deed of Trust for the term set forth in such
subordination statement. From and after the recordation of such subordination statements, and for
the respective periods as may be set forth therein, the Space Leases therein referred to shall be
superior to the Lien of this Deed of Trust and shall not be affected by any foreclosure hereof.
All such Space Leases entered into after the date hereof shall contain a provision to the effect
that the Trustor and Space Lessee recognize the right of Beneficiary to elect and to effect such
subordination of this Deed of Trust and consents thereto. Beneficiary acknowledges and agrees that
the Lien of this Deed of Trust is subject and subordinate to the HVAC Ground Lease and the
Cooperation Agreement.



     4.7 Purchase by Beneficiary. Upon any foreclosure sale (whether judicial or
nonjudicial), Beneficiary may bid for and purchase the property subject to such sale and, upon
compliance with the terms of sale, may hold, retain and possess and dispose of such property in its
own absolute right without further accountability.



     4.8 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. Trustor
agrees to the full extent permitted by Legal Requirements that if an Event of Default occurs,
neither Trustor nor anyone claiming through or under it shall or will set up, claim or seek to take
advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in
force, in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust or the
absolute sale of the Trust Estate or any portion thereof or the final and absolute putting into
possession thereof, immediately after such sale, of the purchasers thereof, and Trustor for itself
and all who may at any time claim through or under it, hereby waives, to the full extent that it



24









 







may lawfully so do, the benefit of all such Legal Requirements, and any and all right to have
the assets comprising the Trust Estate marshalled upon any foreclosure of the Lien hereof and
agrees that Trustee or any court having jurisdiction to foreclose such Lien may sell the Trust
Estate in part or as an entirety.



     4.9 Receiver. If an Event of Default occurs, Beneficiary, to the extent permitted by
law and subject to compliance with all applicable Nevada Gaming Laws, and without regard to the
value, adequacy or occupancy of the security for the Obligations and other sums secured hereby,
shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter
upon and take possession of the Trust Estate and to collect all Rents and apply the same as the
court may direct, and such receiver may be appointed by any court of competent jurisdiction upon
application by Beneficiary. Beneficiary may have a receiver appointed without notice to Trustor or
any third party, and Beneficiary may waive any requirement that the receiver post a bond.
Beneficiary shall have the power to designate and select the Person who shall serve as the receiver
and to negotiate all terms and conditions under which such receiver shall serve. Any receiver
appointed on Beneficiary’s behalf may be an Affiliate of Beneficiary. The expenses, including
receiver’s fees, attorneys’ fees, costs and agent’s compensation, incurred pursuant to the powers
herein contained shall be secured by this Deed of Trust. The right to enter and take possession of
and to manage and operate the Trust Estate and to collect all Rents, whether by a receiver or
otherwise, shall be cumulative to any other right or remedy available to Beneficiary under this
Deed of Trust, the Credit Agreement or otherwise available to Beneficiary and may be exercised
concurrently therewith or independently thereof. Beneficiary shall be liable to account only for
such Rents (including, without limitation, security deposits) actually received by Beneficiary,
whether received pursuant to this Section 4.9 or any other provision hereof.
Notwithstanding the appointment of any receiver or other custodian, Beneficiary shall be entitled
as pledgee to the possession and control of any cash, deposits, or instruments at the time held by,
or payable or deliverable under the terms of this Deed of Trust to, Beneficiary.



     4.10 Suits to Protect the Trust Estate. Beneficiary shall have the power and
authority to institute and maintain any suits and proceedings as Beneficiary, in its sole and
absolute discretion, may deem advisable (a) to prevent any impairment of the Trust Estate by any
acts which may be unlawful or in violation of this Deed of Trust, (b) to preserve or protect its
interest in the Trust Estate, or (c) to restrain the enforcement of or compliance with any Legal
Requirement that may be unconstitutional or otherwise invalid, if the enforcement of or compliance
with such enactment, rule or order might impair the security hereunder or be prejudicial to
Beneficiary’s interest.



     4.11 Proofs of Claim. In the case of any receivership, Insolvency, Bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceedings affecting
Trustor, or, to the extent the same would result in an Event of Default hereunder, any Subsidiary,
or any guarantor, co-maker or endorser of any of Trustor’s obligations, its creditors or its
property, Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of
claim or other documents as it may deem to be necessary or advisable in order to have its claims
allowed in such proceedings for the entire amount of the Obligations, at the date of the
institution of such proceedings, and for any additional amounts which may become due and payable by
Trustor after such date.



25









 





     4.12 Trustor to Pay the Obligations on Any Default in Payment; Application of Monies by
Beneficiary.



     (a) In case of a foreclosure sale of all or any part of the Trust Estate and of the
application of the proceeds of sale to the payment of the sums secured hereby, Beneficiary shall be
entitled to enforce payment from Trustor of any additional amounts then remaining due and unpaid
and to recover judgment against Trustor for any portion thereof remaining unpaid, with interest at
the Default Rate in accordance with Section 4.19 hereof.



     (b) Trustor hereby agrees to the extent permitted by law, that no recovery of any such
judgment by Beneficiary or other action by Beneficiary and no attachment or levy of any execution
upon any of the Trust Estate or any other property shall in any way affect the Lien and security
interest of this Deed of Trust upon the Trust Estate or any part thereof or any Lien, rights,
powers or remedies of Beneficiary hereunder, but such Lien, rights, powers and remedies shall
continue unimpaired as before.



     4.13 Delay or Omission; No Waiver. No delay or omission of Beneficiary to exercise
any right, power or remedy upon any Event of Default shall exhaust or impair any such right, power
or remedy or shall be construed to waive any such Event of Default or to constitute acquiescence
therein. Every right, power and remedy given to Beneficiary whether contained herein or in the
Credit Agreement or otherwise available to Beneficiary may be exercised from time to time and as
often as may be deemed expedient by Beneficiary.



     4.14 No Waiver of One Default to Affect Another. No waiver of any Event of Default
hereunder shall extend to or affect any subsequent or any other Event of Default then existing, or
impair any rights, powers or remedies consequent thereon. If Beneficiary (a) grants forbearance or
an extension of time for the payment of any sums secured hereby; (b) takes other or additional
security for the payment thereof; (c) waives or does not exercise any right granted in this Deed of
Trust or any other Loan Document or LVSC Notes Document; (d) releases any part of the Trust Estate
from the Lien or security interest of this Deed of Trust or any other instrument securing the
Obligations; (e) consents to the filing of any map, plat or replat of the Site (to the extent such
consent is required); (f) consents to the granting of any easement on the Site, the Project or the
Improvements (to the extent such consent is required); or (g) makes or consents to any agreement
changing the terms of this Deed of Trust or any other Loan Document or LVSC Notes Document for the
benefit of Beneficiary subordinating the Lien or any charge hereof, no such act or omission shall
release, discharge, modify, change or affect the original liability under this Deed of Trust or any
other Loan Document or LVSC Notes Document for the benefit of Beneficiary or otherwise of Trustor,
or any subsequent purchaser of the Trust Estate or any part thereof or any maker, co-signer, surety
or guarantor. No such act or omission shall preclude Beneficiary from exercising any right, power
or privilege herein granted or intended to be granted in case of any Event of Default then existing
or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument
or instruments executed by Beneficiary, shall the Lien or security interest of this Deed of Trust
be altered thereby, except to the extent expressly provided in any releases, maps, easements or
subordinations described in clause (d), (e), (f) or (g) above of
this Section 4.14. In the event of the sale or transfer by operation of law or otherwise
of all or any part of the Trust Estate, Beneficiary, without notice to any Person is hereby
authorized and empowered to deal with any such vendee or transferee with reference to



26









 







the Trust Estate or the Obligations secured hereby, or with reference to any of the terms or
conditions hereof, as fully and to the same extent as it might deal with the original parties
hereto and without in any way releasing or discharging any of the liabilities or undertakings
hereunder, or waiving its right to declare such sale or transfer an Event of Default as provided
herein. Notwithstanding anything to the contrary contained in this Deed of Trust or the other Loan
Documents or LVSC Notes Documents, (i) in the case of any non-monetary Event of Default,
Beneficiary may continue to accept payments due hereunder without thereby waiving the existence of
such or any other Event of Default and (ii) in the case of any monetary Event of Default,
Beneficiary may accept partial payments of any sums due hereunder without thereby waiving the
existence of such Event of Default if the partial payment is not sufficient to completely cure such
Event of Default.



     4.15 Discontinuance of Proceedings; Position of Parties Restored. If Beneficiary
shall have proceeded to enforce any right or remedy under this Deed of Trust by foreclosure, entry
of judgment or otherwise and such proceedings shall have been discontinued or abandoned for any
reason, or such proceedings shall have resulted in a final determination adverse to Beneficiary,
then and in every such case Trustor and Beneficiary shall be restored to their former positions and
rights hereunder, and all rights, powers and remedies of Beneficiary shall continue as if no such
proceedings had occurred or had been taken.



     4.16 Remedies Cumulative. No right, power or remedy, including without limitation
remedies with respect to any security for the Obligations, conferred upon or reserved to
Beneficiary by this Deed of Trust or any other Loan Document or LVSC Notes Document is exclusive of
any other right, power or remedy, but each and every such right, power and remedy shall be
cumulative and concurrent and shall be in addition to any other right, power and remedy given
hereunder or under any Loan Document, now or hereafter existing at law, in equity or by statute,
and Beneficiary shall be entitled to resort to such rights, powers, remedies or security as
Beneficiary shall in its sole and absolute discretion deem advisable.



     4.17 Interest After Event of Default. If an Event of Default shall have occurred and
is continuing, outstanding and unpaid Obligations under the Loan Documents shall, at Beneficiary’s
option, bear interest at the Default Rate until such Event of Default has been cured. Trustor’s
obligation to pay such interest shall be secured by this Deed of Trust and the other Collateral
Documents.



     4.18 Foreclosure; Expenses of Litigation. If Trustee forecloses, reasonable
attorneys’ fees for services in the supervision of said foreclosure proceeding shall be allowed to
the Trustee and Beneficiary as part of the foreclosure costs. In the event of foreclosure of the
Lien hereof, there shall be allowed and included as additional Obligations all reasonable
expenditures and expenses which may be paid or incurred by or on behalf of Beneficiary for
attorneys’ fees, appraiser’s fees, outlays for documentary and expert evidence, stenographers’
charges, publication costs, and costs (which may be estimated as to items to be expended after
foreclosure sale or entry of the decree) of procuring all such abstracts of title, title searches
and examinations, title insurance policies and guarantees, and similar data and assurances with
respect to title as Beneficiary may deem reasonably advisable either to prosecute such suit or to
evidence to a bidder at any sale which may be had pursuant to such decree the true condition of the
title to or the value of the Trust Estate or any portion thereof. All expenditures and expenses



27









 







of the nature in this Section 4.18 mentioned, and such expenses and fees as may be
incurred if the protection of the Trust Estate and the maintenance of the Lien and security
interest of this Deed of Trust, including the fees of any attorney employed by Beneficiary in any
litigation or proceeding affecting this Deed of Trust or any Loan Document, the Trust Estate or any
portion thereof, including, without limitation, civil, probate, appellate and bankruptcy
proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit
or proceeding, shall be immediately due and payable by Trustor, with interest thereon at the
Default Rate, and shall be secured by this Deed of Trust and the other Collateral Documents.
Trustee waives its right to any statutory fee in connection with any judicial or nonjudicial
foreclosure of the Lien hereof and agrees to accept a reasonable fee for such services.



     4.19 Deficiency Judgments. If after foreclosure of this Deed of Trust or Trustee’s
sale hereunder, there shall remain any deficiency with respect to any amounts payable hereunder or
any amounts secured hereby, and Beneficiary shall institute any proceedings to recover such
deficiency or deficiencies, all such amounts shall continue to bear interest at the Default Rate.
Trustor waives any defense to Beneficiary’s recovery against Trustor of any deficiency after any
foreclosure sale of the Trust Estate. Trustor expressly waives any defense or benefits that may be
derived from any statute granting Trustor any defense to any such recovery by Beneficiary. In
addition, Beneficiary and Trustee shall be entitled to recovery of all of their reasonable costs
and expenditures (including without limitation any court imposed costs) in connection with such
proceedings, including their reasonable attorneys’ fees, appraisal fees and the other costs, fees
and expenditures referred to in Section 4.18 above. This provision shall survive any
foreclosure or sale of the Trust Estate, any portion thereof and/or the extinguishment of the Lien
hereof.



     4.20 Waiver of July Trial. Beneficiary and Trustor each waive any right to have a
jury participate in resolving any dispute whether sounding in contract, tort or otherwise arising
out of, connected with, related to or incidental to the relationship established between them in
connection with this Deed of Trust or any other Loan Document or LVSC Notes Document. Any such
disputes shall be resolved in a bench trial without a jury.



     4.21 Exculpation of Beneficiary. The acceptance by Beneficiary of the assignment
contained herein with all of the rights, powers, privileges and authority created hereby shall not,
prior to entry upon and taking possession of the Trust Estate by Beneficiary, be deemed or
construed to make Beneficiary a “mortgagee in possession”; nor thereafter or at any time or in any
event obligate Beneficiary to appear in or defend any action or proceeding relating to the Space
Leases, the Rents or the Trust Estate, or to take any action hereunder or to expend any money or
incur any expenses or perform or discharge any obligation, duty or liability under any Space Lease
or to assume any obligation or responsibility for any security deposits or other deposits except to
the extent such deposits are actually received by Beneficiary, nor shall Beneficiary, prior to such
entry and taking, be liable in any way for any injury or damage to person or property sustained by
any Person in or about the Trust Estate.



     4.22 Collateral Agent.



     (a) By their acceptance of the benefits and Liens granted under this Deed of Trust, (i) the
LVSC Notes Indenture Trustee is hereby deemed to have appointed the Collateral Agent to act on
behalf of the holders of the LVSC Notes as their agent hereunder for purposes of the grant of



28









 







the Liens provided hereunder securing the LVSC Notes Secured Obligations in accordance with
Section 8 of the Security Agreement, and (ii) the holders of the LVSC Notes are hereby deemed to
consent to such appointment.



     (b) The Collateral Agent has been appointed to act as Beneficiary hereunder by, and shall,
subject to the next sentence, act on behalf of the Lenders and the holders of the LVSC Notes. The
Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any
action, solely in accordance with this Deed of Trust; provided that the Collateral Agent shall only
exercise, or refrain from exercising, any remedies hereunder in accordance with the instructions of
the Bank Agent. In furtherance of the foregoing, by its acceptance of the benefits hereof, each
Lender and holder of the LVSC Notes agrees that it shall have no right individually to enforce this
Deed of Trust, it being understood and agreed by such that all rights and remedies hereunder may be
exercised solely by the Collateral Agent in accordance with the terms of this Section 4.22.



ARTICLE FIVE




RIGHTS AND RESPONSIBILITIES OF TRUSTEE;

OTHER PROVISIONS RELATING TO TRUSTEE




     Notwithstanding anything to the contrary in this Deed of Trust, Trustor and Beneficiary agree
as follows.



     5.1 Exercise of Remedies by Trustee. To the extent that this Deed of Trust or
applicable law, including all applicable Nevada Gaming Laws, authorizes or empowers, or does not
require approval for, Beneficiary to exercise any remedies set forth in Article 4 hereof or
otherwise, or perform any acts in connection therewith, Trustee (but not to the exclusion of
Beneficiary unless so required under the law of the State) shall have the power to exercise any or
all such remedies, and to perform any acts provided for in this Deed of Trust in connection
therewith, all for the benefit of Beneficiary and on Beneficiary’s behalf in accordance with
applicable law of the State. In connection therewith, Trustee: (a) shall not exercise, or waive
the exercise of, any Beneficiary’s remedies (other than any rights of Trustee to any indemnity or
reimbursement), except at Beneficiary’s request, and (b) shall exercise, or waive the exercise of,
any or all of Beneficiary’s remedies at Beneficiary’s request, and in accordance with Beneficiary’s
directions as to the manner of such exercise or waiver. Trustee may, however, decline to follow
Beneficiary’s request or direction if Trustee shall be advised by counsel that the action or
proceeding, or manner thereof, so directed may not lawfully be taken or waived.



     5.2 Rights and Privileges of Trustee. To the extent that this Deed of Trust requires
Trustor to indemnify Beneficiary or reimburse Beneficiary for any expenditures Beneficiary may
incur, Trustee shall be entitled to the same indemnity and the same rights to reimbursement of
expenses as Beneficiary, subject to such limitations and conditions as would apply in the case of
Beneficiary. To the extent that this Deed of Trust negates or limits Beneficiary’s liability as to
any matter, Trustee shall be entitled to the same negation or limitation of liability. To the
extent that Trustor, pursuant to this Deed of Trust, appoints Beneficiary as Trustor’s attorney in
fact for



29









 







any purpose, Beneficiary or (when so instructed by Beneficiary) Trustee shall be entitled to
act on Trustor’s behalf without joinder or confirmation by the other.



     5.3 Resignation or Replacement of Trustee. Trustee may resign by an instrument in
writing addressed to Beneficiary, and Trustee may be removed at any time with or without cause
(i.e., in Beneficiary’s sole and absolute discretion) by an instrument in writing executed by
Beneficiary. In case of the death, resignation, removal or disqualification of Trustee or if for
any reason Beneficiary shall deem it desirable to appoint a substitute, successor or replacement
Trustee to act instead of Trustee originally named (or in place of any substitute, successor or
replacement Trustee), then Beneficiary shall have the right and is hereby authorized and empowered
to appoint a successor, substitute or replacement Trustee, without any formality other than
appointment and designation in writing executed by Beneficiary, which instrument shall be recorded
if required by the law of the State. The laws of the State (including, without limitation, the
Nevada Gaming Laws) shall govern the qualification of any Trustee. The authority conferred upon
Trustee by this Deed of Trust shall automatically extend to any and all other successor, substitute
and replacement Trustee(s) successively until the obligations secured hereunder have been paid in
full or the Trust Estate has been sold hereunder or released in accordance with the provisions of
the Loan Documents to which the Beneficiary is a party or which grants a security for the benefit
of the Beneficiary. Beneficiary’s written appointment and designation of any Trustee shall be full
evidence of Beneficiary’s right and authority to make the same and of all facts therein recited.
No confirmation, authorization, approval or other action by Trustor shall be required in connection
with any resignation or other replacement of Trustee.



     5.4 Authority of Beneficiary. If Beneficiary is a banking corporation, state banking
corporation or a national banking association and the instrument of appointment of any successor or
replacement Trustee is executed on Beneficiary’s behalf by an officer of such corporation, state
banking corporation or national banking association, then such appointment shall be conclusively
presumed to be executed with authority and shall be valid and sufficient without proof of any
action by the board of directors or any superior officer of Beneficiary.



     5.5 Effect of Appointment of Successor Trustee. Upon the appointment and designation
of any successor, substitute or replacement Trustee, and subject to compliance with applicable
Nevada Gaming Laws and other applicable Legal Requirements, Trustee’s entire estate and title in
the Trust Estate shall vest in the designated successor, substitute or replacement Trustee. Such
successor, substitute or replacement Trustee shall thereupon succeed to and shall hold, possess and
execute all the rights, powers, privileges, immunities and duties herein conferred upon Trustee.
All references herein to Trustee shall be deemed to refer to Trustee (including any successor or
substitute appointed and designated as herein provided) from time to time acting hereunder.



     5.6 Confirmation of Transfer and Succession. Upon the written request of Beneficiary
or of any successor, substitute or replacement Trustee, any former Trustee ceasing to act shall
execute and deliver an instrument transferring to such successor, substitute or replacement Trustee
all of the right, title, estate and interest in the Trust Estate of Trustee so ceasing to act,
together with all the rights, powers, privileges, immunities and duties herein conferred upon
Trustee, and shall duly assign, transfer and deliver all properties and moneys held by said Trustee
hereunder to said successor, substitute or replacement Trustee.



30









 





     5.7 Exculpation. Trustee shall not be liable for any error of judgment or act done by
Trustee in good faith, or otherwise be responsible or accountable under any circumstances
whatsoever, except for Trustee’s gross negligence, willful misconduct or knowing violation of any
Legal Requirement. Trustee shall have the right to rely on any instrument, document or signature
authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it
in good faith to be genuine. All moneys received by Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but need not be
segregated in any manner from any other moneys (except to the extent required by law). Trustee
shall be under no liability for interest on any moneys received by it hereunder.



     5.8 Endorsement and Execution of Documents. Upon Beneficiary’s written request,
Trustee shall, without liability or notice to Trustor, execute, consent to, or join in any
instrument or agreement in connection with or necessary to effectuate the purposes of the Loan
Documents to which the Beneficiary is a party or which grants a security interest for the benefit
of the Beneficiary. Trustor hereby irrevocably designates Trustee as its attorney in fact to
execute, acknowledge and deliver, on Trustor’s behalf and in Trustor’s name, all instruments or
agreements necessary to implement any provision(s) of this Deed of Trust or to further perfect the
Lien created by this Deed of Trust on the Trust Estate. This power of attorney shall be deemed to
be coupled with an interest and shall survive any disability of Trustor.



     5.9 Multiple Trustees. If Beneficiary appoints multiple trustees, then any Trustee,
individually, may exercise all powers granted to Trustee under this instrument, without the need
for action by any other Trustee(s).



     5.10 Terms of Trustee’s Acceptance. Trustee accepts the trust created by this Deed of
Trust upon the following terms and conditions:



     (a) Delegation. Trustee may exercise any of its powers through appointment of
attorney(s) in fact or agents.



     (b) Counsel. Trustee may select and employ legal counsel (including any law firm
representing Beneficiary). Trustor shall reimburse all reasonable legal fees and expenses that
Trustee may thereby incur.



     (c) Security. Trustee shall be under no obligation to take any action upon any Event
of Default unless furnished security or indemnity, in form satisfactory to Trustee, against costs,
expenses, and liabilities that Trustee may incur.



     (d) Costs and Expenses. Trustor shall reimburse Trustee, as part of the Obligations
secured hereunder, for all reasonable disbursements and expenses (including reasonable legal fees
and expenses and any expenses incurred by Trustee in complying with the Nevada Gaming Laws and
Gaming Licenses) incurred by reason of and as provided for in this Deed of Trust, including any of
the foregoing incurred in Trustee’s administering and executing the trust created by this Deed of
Trust and performing Trustee’s duties and exercising Trustee’s powers under this Deed of Trust.



     (e) Release. Upon satisfaction of the conditions for reconveyance contained in
Section 6.10 hereof, Beneficiary shall request that Trustee release this Deed of Trust and
Trustee



31









 







shall release this Deed of Trust and reconvey the Trust Estate in accordance with Section
6.10 hereof, provided, however, that Trustor shall pay all costs of
recordation, if any, and all of Trustee’s and Beneficiary’s costs and expenses in connection with
such release, including, but not limited to, reasonable attorneys’ fees.



ARTICLE SIX




MISCELLANEOUS PROVISIONS




     6.1 Heirs, Successors and Assigns Included in Parties. Whenever one of the parties
hereto is named or referred to herein, successors and assigns of such party shall be included, and
subject to the limitations set forth herein and in the Credit Agreement and the LVSC Notes
Indenture, all covenants and agreements contained in this Deed of Trust, by or on behalf of Trustor
or Beneficiary shall bind and inure to the benefit of its heirs, successors and assigns, whether so
expressed or not.



     6.2 Addresses for Notices, Etc. Any notice, report, demand or other instrument
authorized or required to be given or furnished under this Deed of Trust to Trustor or Beneficiary
shall be deemed given or furnished (i) when addressed to the party intended to receive the same, at
the address of such party set forth below, and delivered by hand at such address or (ii) three (3)
days after the same is deposited in the United States mail as first class certified mail, return
receipt requested, postage paid, whether or not the same is actually received by such party:



	 	 	 	 	 
	 

	 	Beneficiary:
	 	The Bank of Nova Scotia
	 

	 	 	 	GWS — Loan Operations
	 

	 	 	 	720 King Street West, 2nd Floor
	 

	 	 	 	c/o Central Mail Room
	 

	 	 	 	44 King Street West
	 

	 	 	 	Toronto, Ontario
	 

	 	 	 	M5H 1H1
	 

	 	 	 	Attention: John Hall
	 
	 	 	 	 
	 

	 	With a copy to:
	 	The Bank of Nova Scotia
	 

	 	 	 	580 California Street, 21st Floor
	 

	 	 	 	San Francisco, California 94104
	 

	 	 	 	Attention: Mr. Alan Pendergast,
	 

	 	 	 	Chris Osborn
	 

	 	 	 	Telefax: (415) 397-0791
	 
	 	 	 	 
	 

	 	With a copy to:
	 	DLA Piper US LLP
	 

	 	 	 	153 Townsend Street, Suite 800
	 

	 	 	 	San Francisco,CA 94107
	 

	 	 	 	Attention: Stephen A. Cowan, Esq.
	 

	 	 	 	Telefax: (415) 659-7500






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	 	Trustor:
	 	Venetian Casino Resort, LLC
	 

	 	 	 	3355 Las Vegas Boulevard South
	 

	 	 	 	Las Vegas, Nevada 89109
	 

	 	 	 	Attention: General Counsel
	 

	 	 	 	Telefax: (702) 414-4421
	 
	 	 	 	 
	 

	 	Trustee:
	 	First American Title Insurance Company
	 

	 	 	 	180 Cassia Way, Suite 502
	 

	 	 	 	Henderson, Nevada 89104






     6.3 Change of Notice Address. Any Person may change the address to which any such
notice, report, demand or other instrument is to be delivered or mailed to that person, by
furnishing written notice of such change to the other parties, but no such notice of change shall
be effective unless and until received by such other parties.



     6.4 Headings. The headings of the articles, sections, paragraphs and subdivisions of
this Deed of Trust are for convenience of reference only, are not to be considered a part hereof,
and shall not limit or expand or otherwise affect any of the terms hereof.



     6.5 Invalid Provisions to Affect No Others. In the event that any of the covenants,
agreements, terms or provisions contained herein or in the Credit Agreement or any other Loan
Document or any LVSC Notes Document shall be invalid, illegal or unenforceable in any respect, the
validity of the Lien hereof and the remaining covenants, agreements, terms or provisions contained
herein or in the Credit Agreement or any other Loan Document or any LVSC Notes Document shall be in
no way affected, prejudiced or disturbed thereby. To the extent permitted by law, Trustor waives
any provision of law which renders any provision hereof prohibited or unenforceable in any respect.



     6.6 Changes and Priority Over Intervening Liens. Neither this Deed of Trust nor any
term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction,
but only by an instrument in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought. Any agreement hereafter made by Trustor and
Beneficiary relating to this Deed of Trust shall be superior to the rights of the holder of any
intervening Lien or encumbrance.



     6.7 Estoppel Certificates. Within ten (10) Business Days after Beneficiary’s written
request, Trustor shall from time to time execute a certificate, in recordable form (an
“Estoppel Certificate”), stating, except to the extent it would be inaccurate to so state:
(a) the current amount of the Obligations secured hereunder and all elements thereof, including
principal, interest, and all other elements; (b) that Trustor has no defense, offset, claim,
counterclaim, right of recoupment, deduction, or reduction against any of the Obligations secured
hereunder; (c) that none of the Loan Documents to which the Beneficiary is a party or which grants
a security interest for the benefit of the Beneficiary have been amended, whether orally or in
writing; (d) that Trustor has no claims against Beneficiary of any kind; (e) that any Power of
Attorney granted to Beneficiary is in full force and effect; and (f) such other matters relating to
this Deed of Trust, any Loan Document to which the Beneficiary is a party or which grants a
security interest for the benefit of the Beneficiary and the relationship of Trustor and
Beneficiary as



33









 







Beneficiary shall reasonably request. In addition, the Estoppel Certificate shall set forth
the reasons why it would be inaccurate to make any of the foregoing assurances (“a” through “f”).



     6.8 Waiver of Setoff and Counterclaim. All amounts due under this Deed of Trust or
any other Loan Document to which the Beneficiary is a party or which grants a security interest for
the benefit of the Beneficiary shall be payable without setoff, counterclaim or any deduction
whatsoever. Trustor hereby waives the right to assert a counterclaim (other than a compulsory
counterclaim) in any action or proceeding brought against it by Beneficiary and/or any Lender under
the Credit Agreement, or arising out of or in any way connected with this Deed of Trust, or the
other Loan Documents, to which the Beneficiary is a party or which grants a security interest for
the benefit of the Beneficiary or the Obligations.



     6.9 Governing Law. The Credit Agreement and the Loan Documents and the LVSC Notes
Documents provide that they are governed by, and construed and enforced in accordance with, the
laws of the State of New York. This Deed of Trust shall also be construed under and governed by
the laws of the State of New York without giving effect to the conflicts of law rules and
principles of New York; provided, however, that (i) the terms and provisions of this Deed of Trust
pertaining to the priority, perfection, enforcement or realization by Beneficiary of its respective
rights and remedies under this Deed of Trust with respect to the Trust Estate shall be governed and
construed and enforced in accordance with the internal laws of the State without giving effect to
the conflicts-of-law rules and principles of the State; (ii) Trustor agrees that to the extent
deficiency judgments are available under the laws of the State after a foreclosure (judicial or
nonjudicial) of the Trust Estate, or any portion thereof, or any other realization thereon by
Beneficiary or any Lender under the Credit Agreement or the LVSC Notes Indenture Trustee,
Beneficiary or such Lender or the LVSC Notes Indenture Trustee, as the case may be, shall have the
right to seek such a deficiency judgment against Trustor in the State; and (iii) Trustor agrees
that if Beneficiary or any Lender under the Credit Agreement or the LVSC Notes Indenture Trustee
obtains a deficiency judgment in another state against Trustor, then Beneficiary or such Lender or
the LVSC Notes Indenture Trustee, as the case may be, shall have the right to enforce such judgment
in the State to the extent permitted under the laws of the State, as well as in other states.
Nothing contained in this Section 6.9 shall be deemed to expand the limitations set forth
in Section 10.14 of the Credit Agreement.



     6.10 Reconveyance. In the event that (i) the Bank Secured Obligations are
indefeasibly repaid in full, (ii) any part of the Trust Estate is sold, transferred or otherwise
disposed of by Trustor in accordance with the Credit Agreement or (iii) any part of the Trust
Estate is otherwise released in accordance with the Credit Agreement or with the consent of the
Requisite Lenders, the Trust Estate (in the case of clause (i) of this Section 6.10) or
portion thereof (in the case of clauses (ii) or (iii) of this Section 6.10) will be sold,
transferred or otherwise disposed of, and released free and clear of the Liens created by this Deed
of Trust and the Beneficiary, at the request and expense of the Trustor, will duly and promptly
assign, transfer, deliver and release to the Trustor or its designee (without recourse and without
any representation or warranty) such of the Trust Estate as is then being (or has been) so sold,
transferred or otherwise disposed of or released. In connection with any disposition or release
pursuant to this Section 6.10, Beneficiary shall, at Trustor’s expense, cause Trustee to
reconvey, without warranty the Trust Estate or portion thereof being disposed or released, as the
case may be, and to execute and deliver to Trustor such documents (including UCC-3 termination
statements) as Trustor may reasonably



34









 







request. The recitals in such reconveyance of any matters or facts shall be conclusive proof
of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or
persons legally entitled thereto.”



     6.11 Attorneys’ Fees. Without limiting any other provision contained herein, Trustor
agrees to pay all costs of Beneficiary or Trustee incurred in connection with the enforcement of
this Deed of Trust, including without limitation all reasonable attorneys’ fees whether or not suit
is commenced, and including, without limitation, fees incurred in connection with any probate,
appellate, bankruptcy, deficiency or any other litigation proceedings, all of which sums shall be
secured hereby.



     6.12 Late Charges. By accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive its right to collect any late charge thereon or unpaid interest thereon
at the interest rates provided in the Loan Documents and the LVSC Notes Documents or its right
either to require prompt payment when due of all other sums so secured or to declare default for
failure to pay any amounts not so paid.



     6.13 Cost of Accounting. Trustor shall pay to Beneficiary, for and on account of the
preparation and rendition of any accounting, which Trustor may be entitled to require under any law
or statute now or hereafter providing therefor, the reasonable costs thereof.



     6.14 Right of Entry. Subject to compliance with applicable Nevada Gaming Laws and the
terms of the Space Leases, Beneficiary may at any reasonable time or times and on reasonable prior
written notice to Trustor make or cause to be made entry upon and inspections of the Trust Estate
or any part thereof in person or by agent.



     6.15 Corrections. Trustor shall, upon request of Beneficiary or Trustee, promptly
correct any defect, error or omission which may be discovered in the contents of this Deed of Trust
(including, but not limited to, in the exhibits and schedules attached hereto) or in the execution
or acknowledgement hereof, and shall execute, acknowledge and deliver such further instruments and
do such further acts as may be necessary or as may be reasonably requested by Trustee to carry out
more effectively the purposes of this Deed of Trust, to subject to the Lien and security interest
hereby created any of Trustor’s properties, rights or interest covered or intended to be covered
hereby, and to perfect and maintain such Lien and security interest.



     6.16 Statute of Limitations. To the fullest extent allowed by the law, the right to
plead, use or assert any statute of limitations as a plea or defense or bar of any kind, or for any
purpose, to any debt, demand or obligation secured or to be secured hereby, or to any complaint or
other pleading or proceeding filed, instituted or maintained for the purpose of enforcing this Deed
of Trust or any rights hereunder, is hereby waived by Trustor.



     6.17 Subrogation. Should the proceeds of any Loan or advance made by Beneficiary to
Trustor, repayment of which is hereby secured, or any part thereof, or any amount paid out or
advanced by Beneficiary, be used directly or indirectly to pay off, discharge, or satisfy, in whole
or in part, any prior or superior Lien or encumbrance upon the Trust Estate, or any part thereof,
then, as additional security hereunder, Trustee, on behalf of Beneficiary, shall be subrogated to
any and all rights, superior titles, Liens, and equities owned or claimed by any owner or holder of



35









 







said outstanding Liens, charges, and indebtedness, however remote, regardless of whether said
Liens, charges, and indebtedness are acquired by assignment or have been released of record by the
holder thereof upon payment.



     6.18 Joint and Several Liability. All obligations of Trustor hereunder, if more than
one, are joint and several. Recourse for deficiency after sale hereunder may be had against the
property of Trustor, without, however, creating a present or other Lien or charge thereon.



     6.19 Homestead. Trustor hereby waives and renounces all homestead and exemption
rights provided by the constitution and the laws of the United States and of any state, in and to
the Trust Estate as against the collection of the Obligations, or any part hereof.



     6.20 Context. In this Deed of Trust, whenever the context so requires, the neuter
includes the masculine and feminine, and the singular including the plural, and vice versa.



     6.21 Time. Time is of the essence of each and every term, covenant and condition
hereof. Unless otherwise specified herein, any reference to “days” in this Deed of Trust shall be
deemed to mean “calendar days.”



     6.22 Interpretation. As used in this Deed of Trust unless the context clearly
requires otherwise: The terms “herein” or “hereunder” and similar terms without reference to a
particular section shall refer to the entire Deed of Trust and not just to the section in which
such terms appear.



     6.23 Effect of NRS § 107.030. To the extent not inconsistent with the other
provisions of this Deed of Trust, the following covenants are hereby adopted and made a part of
this Deed of Trust: Nos. 1; 2 (pursuant to Section 1.8 above); 3; 4 (at the Default Rate); 5; 6; 7
(in a reasonable percentage); 8 and 9 of NRS 107.030.



     6.24 Amendments. This Deed of Trust cannot be waived, changed, discharged or
terminated orally, but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, discharge or termination is sought and only as permitted by the
provisions of the Credit Agreement.



     6.25 No Conflicts. In the event that any of the provisions contained herein conflict
with the Security Agreement, then the provisions contained in the Security Agreement shall prevail.



ARTICLE SEVEN




POWER OF ATTORNEY




     7.1 Grant of Power. Subject to compliance with applicable Nevada Gaming Laws, Trustor
irrevocably appoints Beneficiary and any successor thereto as its attorney-in-fact, with full power
and authority, including the power of substitution, exercisable only during the continuance of an
Event of Default to act for Trustor in its name, place and stead as hereinafter provided:



36









 





     (a) Possession and Completion. To take possession of the Site, the Project and the
Improvements, remove all employees, contractors and agents of Trustor therefrom, complete or
attempt to complete the work of construction, and market, sell or lease the Site, the Project and
the Improvements.



     (b) Employment of Others. To employ such contractors, subcontractors, suppliers,
architects, inspectors, consultants, property managers and other agents as Beneficiary, in its
discretion, deems proper for the completion of any Improvements, for the protection or clearance of
title to the Site, the Project or the Improvements, or for the protection of Beneficiary’s
interests with respect thereto.



     (c) Security Guards. To employ watchmen to protect the Site, the Project and the
Improvements from injury.



     (d) Compromise Claims. To pay, settle or compromise all bills and claims then
existing or thereafter arising against Trustor, which Beneficiary, in its discretion, deems proper
for the protection or clearance of title to the Site, the Project, the Improvements or Personal
Property, or for the protection of Beneficiary’s interests with respect thereto.



     (e) Legal Proceedings. To prosecute and defend all actions and proceedings in
connection with the Site, the Project or the Improvements.



     (f) Other Acts. To execute, acknowledge and deliver all other instruments and
documents in the name of Trustor that are necessary or desirable, to exercise Trustor’s rights
under all contracts concerning the Site, the Project or the Improvements, including, without
limitation, under any Space Leases, and to do all other acts with respect to the Site, the Project
or the Improvements that Trustor might do on its own behalf, as Beneficiary, in its reasonable
discretion, deems proper.



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37









 








     IN WITNESS WHEREOF, Trustor has executed this Deed of Trust, Leasehold Deed of Trust,
Assignment of Rents and Leases, Security Agreement and Fixture Filing to be effective as of the day
and year first above written.



	 	 	 	 	 	 	 
	 	 	VENETIAN CASINO RESORT, LLC,	 	 
	 	 	a Nevada limited liability company, as Trustor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Las Vegas Sands, LLC,	 	 
	 

	 	Its:
	 	Managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Rozek
 

Name: Robert P. Rozek
	 	 
	 

	 	 	 	Title: Senior Vice President and Chief Financial Officer	 	 
	 

	 	 	 	 	 	 






[Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases,

Security Agreement and Fixture Filing (Palazzo Site)]





 









 








State of Nevada)

County of Clark) ss.:



On the 22nd day of May in the year 2007 before me, the undersigned, personally appeared Robert P.
Rozek, Senior Vice President and Chief Financial Officer of Las Vegas Sands, LLC, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)
is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.




	 	 	 	 	 
	 	 	 
	 	/s/ Bonnie R. Bruce
 	 
	 	Notary Public 	 
	 	 	 
	 



Notarial Seal




[Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases,

Security Agreement and Fixture Filing (Palazzo Site)]





 









 








EXHIBIT A




DESCRIPTION OF THE LAND




(See Attached)




EXHIBIT A