<PAGE>

                                                                     Exhibit 4.7

================================================================================

                  SECOND FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT
                              OF LEASES AND RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

                                       BY

                          TRUMP MARINA ASSOCIATES, L.P.
                    (F/K/A TRUMP'S CASTLE ASSOCIATES, L.P.),

                                   Mortgagor,

                                       TO

                         U.S. BANK NATIONAL ASSOCIATION
                              as Collateral Agent,

                                    Mortgagee

                                   ----------

                           Dated as of March 25, 2003


                            Relating to Premises in:
                           Atlantic County, New Jersey

================================================================================

            This instrument prepared by and, after recording, please
                                   return to:

                              Athy A. Mobilia, Esq.
                             Cahill Gordon & Reindel
                                 80 Pine Street
                               New York, NY 10005

                                   ----------

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           -----
<S>                                                                                                         <C>
PREAMBLE...................................................................................................  1

RECITALS...................................................................................................  1

AGREEMENT..................................................................................................  2

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

SECTION 1.1 Definitions....................................................................................  3
SECTION 1.2 Interpretation................................................................................. 10
SECTION 1.3 Resolution of Drafting Ambiguities............................................................. 10

                                   ARTICLE II

                         GRANTS AND SECURED OBLIGATIONS

SECTION 2.1 Grant of Mortgaged Property.................................................................... 10
SECTION 2.2 Assignment of Leases and Rents................................................................. 11
SECTION 2.3 Secured Obligations............................................................................ 11
SECTION 2.4 Future Advances................................................................................ 11
SECTION 2.5 No Release..................................................................................... 11

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

SECTION 3.1 Authority and Validity......................................................................... 12
SECTION 3.2 Warranty of Title.............................................................................. 12
SECTION 3.3 Condition of Mortgaged Property................................................................ 13
SECTION 3.4 Leases......................................................................................... 14
SECTION 3.5 Insurance...................................................................................... 15
SECTION 3.6 Charges........................................................................................ 16
SECTION 3.7 Environmental.................................................................................. 16
SECTION 3.8 No Conflicts, Consents, etc.................................................................... 17
SECTION 3.9 Benefit to the Mortgagor....................................................................... 17
</TABLE>

                                       -i-

<PAGE>

                                   ARTICLE IV

                         CERTAIN COVENANTS OF MORTGAGOR

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                         <C>
SECTION 4.1 Payment........................................................................................ 17
SECTION 4.2 Title.......................................................................................... 17
SECTION 4.3 Maintenance and Use of Mortgaged Property; Alterations......................................... 18
SECTION 4.4 Notices Regarding Certain Defaults............................................................. 19
SECTION 4.5 Access to Mortgaged Property, Books and Records; Other Information............................. 19
SECTION 4.6 Limitation on Liens; Transfer Restrictions..................................................... 19
SECTION 4.7 Environmental.................................................................................. 19
SECTION 4.8 Estoppel Certificates.......................................................................... 21

                                    ARTICLE V

                                     LEASES

SECTION 5.1 Mortgagor's Affirmative Covenants with Respect to Leases....................................... 21
SECTION 5.2 Mortgagor's Negative Covenants with Respect to Leases.......................................... 22
SECTION 5.3 Additional Requirements with Respect to New Leases............................................. 22

                                   ARTICLE VI

                    CONCERNING ASSIGNMENT OF LEASES AND RENTS

SECTION 6.1 Present Assignment; License to the Mortgagor................................................... 22
SECTION 6.2 Collection of Rents by the Mortgagee........................................................... 22
SECTION 6.3 No Release..................................................................................... 23
SECTION 6.4 Irrevocable Interest........................................................................... 23
SECTION 6.5 Amendment to Leases............................................................................ 23

                                   ARTICLE VII

                        TAXES AND CERTAIN STATUTORY LIENS

SECTION 7.1 Payment of Charges............................................................................. 23
SECTION 7.2 Escrow of Taxes................................................................................ 23
SECTION 7.3 Certain Statutory Liens........................................................................ 24
SECTION 7.4 Stamp and Other Taxes.......................................................................... 24
SECTION 7.5 Certain Tax Law Changes........................................................................ 24
SECTION 7.6 Proceeds of Tax Claim.......................................................................... 24
</TABLE>

                                      -ii-

<PAGE>

                                  ARTICLE VIII

                                    INSURANCE

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                         <C>
SECTION 8.1 Required Insurance Policies and Coverages...................................................... 25
SECTION 8.2 Delivery After Foreclosure..................................................................... 25

                                   ARTICLE IX

                             CONTESTING OF PAYMENTS

SECTION 9.1 Contesting of Charges.......................................................................... 25
SECTION 9.2 Contesting of Insurance........................................................................ 25

                                    ARTICLE X

                                 EVENTS OF LOSS

SECTION 10.1 Events of Loss................................................................................ 26

                                   ARTICLE XI

                         EVENTS OF DEFAULT AND REMEDIES

SECTION 11.1 Events of Default............................................................................. 26
SECTION 11.2 Remedies in Case of an Event of Default....................................................... 26
SECTION 11.3 Sale of Mortgaged Property if Event of Default Occurs; Proceeds of Sale....................... 27
SECTION 11.4 Additional Remedies in Case of an Event of Default............................................ 28
SECTION 11.5 Legal Proceedings After an Event of Default................................................... 29
SECTION 11.6 Remedies Not Exclusive........................................................................ 30
SECTION 11.7 Jurisdiction of the NJCCC..................................................................... 30

                                   ARTICLE XII

                      SECURITY AGREEMENT AND FIXTURE FILING

SECTION 12.1 Security Agreement............................................................................ 31
SECTION 12.2 Fixture Filing................................................................................ 31

                                  ARTICLE XIII

                               FURTHER ASSURANCES

SECTION 13.1 Recording Documentation to Assure Security.................................................... 32
SECTION 13.2 Further Acts.................................................................................. 32
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                         <C>
SECTION 13.3 Additional Security........................................................................... 33

                                   ARTICLE XIV

                                  MISCELLANEOUS

SECTION 14.1 Covenants To Run with the Land................................................................ 33
SECTION 14.2 No Merger..................................................................................... 33
SECTION 14.3 Concerning Mortgagee.......................................................................... 33
SECTION 14.4 Mortgagee May Perform; Mortgagee Appointed Attorney-in-Fact................................... 34
SECTION 14.5 Expenses...................................................................................... 35
SECTION 14.6 Indemnity..................................................................................... 35
SECTION 14.7 Continuing Security Interest; Assignment...................................................... 36
SECTION 14.8 Termination; Release.......................................................................... 36
SECTION 14.9 Modification in Writing....................................................................... 37
SECTION 14.10 Notices...................................................................................... 37
SECTION 14.11 GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL...................................... 37
SECTION 14.12 Severability of Provisions................................................................... 38
SECTION 14.13 Limitation on Interest Payable............................................................... 38
SECTION 14.14 Business Days................................................................................ 38
SECTION 14.15 Relationship................................................................................. 38
SECTION 14.16 No Credit for Payment of Taxes or Impositions................................................ 38
SECTION 14.17 No Claims Against the Mortgagee.............................................................. 39
SECTION 14.18 Obligations Absolute......................................................................... 39
SECTION 14.19 Mortgagee's Right To Sever Indebtedness...................................................... 39
SECTION 14.20 Mortgaged Lease.............................................................................. 41
SECTION 14.21 Gaming Authorities........................................................................... 42

SIGNATURE...................................................................................................S-1
</TABLE>

ACKNOWLEDGMENTS

SCHEDULE A       Legal Description
SCHEDULE B       Mortgaged Lease
SCHEDULE C       Prior Liens
SCHEDULE D       Leases

EXHIBIT 1        Form of Subordination, Non-Disturbance
                 and Attornment Agreement

                                      -iv-

<PAGE>

       SECOND FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

                THIS SECOND FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND
RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the "Mortgage"), dated as of March
25, 2003, made by TRUMP MARINA ASSOCIATES, L.P. (f/k/a Trump's Castle
Associates, L.P.), a New Jersey limited partnership having an office at Huron
Avenue and Brigantine Blvd., Atlantic City, New Jersey 08401, as mortgagor,
assignor and debtor (in such capacities and together with any successors in such
capacities, the "Mortgagor"), in favor of U.S. BANK NATIONAL ASSOCIATION, a
national banking association, having an office at 180 East Fifth Street, St.
Paul, Minnesota 55101 ("U.S. Bank"), in its capacity as collateral agent
pursuant to the Priority Intercreditor Agreement (as hereinafter defined) (the
"Collateral Agent"), and as mortgagee, assignee and secured party hereunder (in
such capacities and together with any successors in such capacities, the
"Mortgagee").

                                R E C I T A L S :

                A.      Trump Casino Holdings, LLC ("Holdings") and Trump Casino
Funding, Inc. ("Funding", together with Holdings, the "Issuers"), the Guarantors
(from time to time party thereto) and U.S. Bank, as trustee (in such capacity,
along with successors in such capacity, the "First Priority Trustee") have, in
connection with the execution and delivery of the First Priority Mortgage (as
hereinafter defined), entered into that certain indenture, dated as of March 25,
2003 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "First Priority Indenture"), pursuant to which the Issuers
under the First Priority Indenture have issued their 11? % first priority
mortgage notes due 2010 in the aggregate principal amount of $425,000,000 (the
"First Priority Mortgage Notes"). It is contemplated that the Issuers under the
First Priority Indenture may, after the date hereof, issue (a) exchange notes
and private exchange notes (the "First Priority Mortgage Exchange Notes") and
(b) additional notes (the "Additional First Priority Mortgage Notes"; together
with the First Priority Mortgage Exchange Notes and the First Priority Mortgage
Notes, the "First Notes") pursuant to the provisions of the First Priority
Indenture.

                B.      The Issuers, the Guarantors (from time to time party
thereto) and U.S. Bank, as trustee (in such capacity, along with successors in
such capacity, the "Second Priority Trustee") have, in connection with the
execution and delivery of this Mortgage, entered into that certain indenture,
dated as of March 25, 2003 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Second Priority Indenture"), pursuant
to which the Issuers under the Second Priority Indenture have issued their 17? %
second priority notes due 2010 in the aggregate principal amount of $65,000,000
(the "Second Priority Mortgage Notes"). It is expressly understood and agreed
that the Issuers under the Second Priority Indenture shall pay a portion of the
interest on the Second Notes (as hereinafter defined) by the issuance of
pay-in-kind notes (the "PIK Notes"). It is contemplated that the Issuers under
the Second Priority Indenture may, after the date hereof, issue exchange notes
and private exchange notes (the "Second Priority Mortgage Exchange Notes";
together with the PIK Notes and the Second Priority Mortgage Notes, the "Second
Notes") pursuant to the provisions of the Second Priority Indenture.

<PAGE>
                                       -2-

                C.      Mortgagee has been appointed the collateral agent
pursuant to that certain Priority Intercreditor Agreement dated as of March 25,
2003 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "Priority Intercreditor Agreement") to act for its benefit and
for the benefit of the Second Priority Trustee (for the benefit of the Holders
of the Second Notes) (the Second Priority Trustee, the Holders of the Second
Notes and the Collateral Agent, the "Secured Parties").

                D.      The Mortgagor has, pursuant to the Second Priority
Indenture, among other things, unconditionally guaranteed the obligations of the
Issuers under the Second Priority Indenture and the Second Notes.

                E.      The Mortgagor will receive substantial benefits from the
execution, delivery and performance of the obligations under the Second Priority
Indenture and the Second Notes and is, therefore, willing to enter into this
Mortgage.

                F.      The Mortgagor is the legal owner of (i) the Mortgaged
Property (as hereinafter defined) and (ii) the tenant's or lessee's interest
created by that certain lease (as amended to date and as amended from time to
time in accordance with the provisions of this Mortgage, the "Mortgaged Lease")
set forth in Schedule B annexed hereto, which affects, a portion of the property
set forth in Schedule A annexed hereto as indicated therein. A Short Form
Memorandum of Lease relating to the Mortgaged Lease was recorded at the time and
in the real property records set forth in Schedule B annexed hereto.

                G.      Holdings owns, directly or through its Subsidiaries, all
of the issued and outstanding equity interests of the Mortgagor.

                H.      Pursuant to the requirements of the Second Priority
Indenture, the Mortgagor is entering into this Mortgage to create a second
priority mortgage lien on and security interest in the Mortgaged Property to
secure the performance and payment by the Mortgagor of all the Secured
Obligations (as hereinafter defined). The First Priority Indenture requires the
granting by the Mortgagor of a First Priority Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing (the "First Priority Mortgage") on
the Mortgaged Property in favor of the Collateral Agent for the benefit of the
First Priority Secured Parties to secure the First Priority Obligations (as
hereinafter defined).

                I.      It is expressly understood and agreed that,
notwithstanding the terms of this Mortgage, this Mortgage and the rights of the
Secured Parties hereunder, shall at all times be and remain subject and
subordinate in all respects to the First Priority Mortgage and the rights of the
secured parties thereunder, all as more particularly set forth in the Priority
Intercreditor Agreement.

<PAGE>
                                       -3-

                               A G R E E M E N T :

                NOW THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Mortgagor hereby covenants and agrees with the
Mortgagee as follows:

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

                SECTION 1.1 Definitions(a). (a) Capitalized terms used but not
otherwise defined herein that are defined in the Second Priority Indenture shall
have the meanings given to them in the Second Priority Indenture, including the
following:

        "Affiliate"; "Bankruptcy Code"; "Business Day"; "Collateral";
        "Collateral Account"; "Event of Default"; "FF&E Financing Agreement";
        "GAAP"; "Gaming Authorities"; "Gaming Law"; "Gaming Licenses"; "Holder";
        "Indebtedness"; "Lien"; "Net Asset Sale Proceeds"; "Net Loss Proceeds";
        "Officers' Certificate"; "Permitted Indebtedness"; "Permitted Liens";
        and "Security Agreement".

                (b)     The following terms in this Mortgage shall have the
following meanings:

                "ACM" shall have the meaning assigned to such term in Section
4.7(ii) hereof.

                "Alterations" shall mean any and all alterations, installations,
improvements, additions, modifications or changes, structural or nonstructural.

                "Casino Act" shall have the meaning assigned to such term in
Section 11.7 hereof.

                "Charges" shall mean any and all real estate, property and other
taxes, assessments and special assessments, levies, fees, all water and sewer
rents and charges and all other governmental charges imposed upon or assessed
against, and all claims (including, without limitation, landlords', carriers',
mechanics', workmen's, repairmen's, laborers', materialmen's, suppliers' and
warehousemen's Liens and other claims arising by operation of law) against, all
or any portion of the Mortgaged Property.

                "Collateral Agent" shall have the meaning assigned to such term
in the Preamble hereof.

                "Collateral Documents" shall mean those Collateral Documents as
defined in the Second Priority Indenture other than those which specifically
secure the First Notes.

                "Contracts" shall mean, collectively, any and all right, title
and interest of the Mortgagor in and to any and all contracts relating to the
Mortgaged Property and all reserves, deferred payments, deposits, refunds and
claims of every kind, nature or character relating thereto.

<PAGE>
                                       -4-

                "Default Rate" shall mean the rate per annum equal to the
highest rate then payable under the Second Priority Indenture.

                "Environmental Laws" shall mean any and all present and future
(except with respect to representations and warranties contained herein which
shall relate to such laws as in effect on the date such representation or
warranty is made) applicable laws, rules or regulations of any Governmental
Authority, any orders, decrees, judgments or injunctions and the common law, in
each case as now or hereafter in effect, relating to pollution or protection of
human health, safety or the environment, (including without limitation, ambient
air, indoor air, soil, surface water, ground water, land or subsurface strata,
and natural resources such as wetlands, flora and fauna), and including, without
limitation, those relating to releases or threatened releases of Hazardous
Materials in or into the environment, or otherwise relating to the manufacture,
processing, generation, distribution, use, treatment, storage, discharge,
disposal, collection, transfer, transport or handling of Hazardous Materials.

                "Event of Loss" shall mean any Event of Loss as defined in the
Second Priority Indenture with respect to the Premises and the Leased Premises
or any part thereof.

                "Excluded Property" shall have the meaning assigned to such term
in the Security Agreement.

                "First Priority Mortgage" shall have the meaning assigned to
such term in Recital H hereof.

                "First Priority Obligations" shall mean obligations (whether or
not constituting future advances, obligatory or otherwise) of the Issuers under
the First Priority Indenture and any and all of the Guarantors (as defined in
the First Priority Indenture) from time to time arising under or in respect of
the First Priority Mortgage, the First Priority Indenture, the First Notes and
the other Collateral Documents (including, without limitation, the obligations
to pay principal, interest and all other charges, fees, expenses, commissions,
reimbursements, premiums, indemnities and other payments related to or in
respect of the obligations contained in the First Priority Mortgage, the First
Priority Indentures, the First Notes and the other Collateral Documents), in
each case whether (i) such obligations are direct or indirect, secured or
unsecured, joint or several, absolute or contingent, due or to become due
whether at stated maturity, by acceleration or otherwise, (ii) arising in the
regular course of business or otherwise, (iii) for payment or performance and/or
(iv) now existing or hereafter arising (including, without limitation, interest
and other obligations arising or accruing after the commencement of any
bankruptcy, insolvency, reorganization or similar proceeding with respect to the
Issuers under the First Priority Indenture, any Guarantor or any other Person,
or which would have arisen or accrued but for the commencement of such
proceeding, even if such obligation or the claim therefor is not enforceable or
allowable in such proceeding).

                "First Priority Secured Parties" shall mean the First Priority
Trustee and the Holders of the First Notes.

                "Fixture" shall mean, to the extent owned (and with respect to
the Leased Premises, to the extent demised pursuant to the Mortgaged Lease) by
Mortgagor, all machinery, apparatus,

<PAGE>
                                       -5-

equipment, fittings, fixtures, Land Improvements and Leased Premises
Improvements and articles of personal property of every kind, description and
nature whatsoever now or hereafter attached or affixed to the Land and/or the
land that is the subject of the Mortgaged Lease or any other Land Improvement or
Leased Premises Improvement used in connection with the use and enjoyment of the
Land and/or the land that is the subject of the Mortgaged Lease or any other
Land Improvement or Leased Premises Improvement, which by the nature of their
location thereon or attachment thereto are fixtures under the UCC or any other
applicable law including without limitation, all utility systems, fire sprinkler
and security systems, drainage facilities, lighting facilities, all water,
sanitary and storm sewer, drainage, electricity, steam, gas, telephone and other
utility equipment and facilities, pipes, fittings and other items of every kind
and description now or hereafter attached to or located on the Land which by the
nature of their location thereon or attachment thereto are real property under
applicable law, HVAC equipment, boilers, electronic data processing,
telecommunications or computer equipment, refrigeration, electronic monitoring,
water or lighting systems, power, sanitation, waste removal, elevators,
maintenance or other systems or equipment and all additions thereto and
betterments, renewals, substitutions and replacements thereof.

                "Governmental Authority" shall mean any Federal, state, local,
foreign or other governmental, quasi-governmental or administrative (including
self-regulatory) body, instrumentality, department, agency, authority, board,
bureau, commission, office of any nature whatsoever or other subdivision
thereof, or any court, tribunal, administrative hearing body, arbitration panel
or other similar dispute-resolving body, whether now or hereafter in existence,
or any officer or official thereof, having jurisdiction over the Mortgagor or
the Mortgaged Property or any portion thereof.

                "Guarantor" shall have the meaning assigned to such term in the
Second Priority Indenture and collectively shall be referred to as the
"Guarantors".

                "Hazardous Materials" shall mean any pollutant, contaminant,
toxic, hazardous or extremely hazardous substance, material, constituent or
waste, or any other constituent, waste, material, compound or substance subject
to regulation under any Environmental Law including, without limitation,
petroleum or any petroleum product, including crude oil or any fraction thereof,
polychlorinated biphenyls, urea-formaldehyde insulation and asbestos.

                "Indemnified Liabilities" shall have the meaning assigned to
such term in Section 14.6(i) hereof.

                "Indemnitees" shall have the meaning assigned to such term in
Section 14.6(i) hereof.

                "Insurance Policies" means the insurance policies and coverages
required to be maintained by the Mortgagor with respect to the Mortgaged
Property pursuant to Section 4.18 of the Second Priority Indenture and all
renewals and extensions thereof.

                "Insurance Requirements" means, collectively, all provisions of
the Insurance Policies, all requirements of the issuer of any of the Insurance
Policies and all orders, rules, regulations and any other requirements of the
National Board of Fire Underwriters (or any other body exercising

<PAGE>
                                       -6-

similar functions) binding upon the Mortgagor and applicable to the Mortgaged
Property or any use or condition thereof.

                "Issuers" shall have the meaning assigned to such term in
Recital A hereof.

                "Land" shall mean those certain tracts or parcels of land
described in Schedule A annexed to this Mortgage (but excluding the land
underlying the Leased Premises), together with all of the Mortgagor's
reversionary rights therein and all of the Mortgagor's rights in and to any and
all easements, rights-of-way, strips and gores of land, waters, water courses,
water rights, mineral, gas and oil rights and all power, air, light and other
rights, estates, titles, interests, privileges, liberties, servitudes, licenses,
tenements, hereditaments and appurtenances whatsoever, in any way belonging,
relating or appertaining thereto, or any part thereof, or which hereafter shall
in any way belong, relate or be appurtenant thereto.

                "Land Improvements" shall mean all buildings, structures and
other improvements of every kind or description and any and all Alterations now
or hereafter located, attached or erected on the Land, including, without
limitation, (i) all Fixtures, (ii) all attachments, railroad tracks,
foundations, sidewalks, drives, roads, curbs, streets, ways, alleys, passages,
passageways, sewer rights, parking areas, driveways, fences and walls and (iii)
all materials now or hereafter located on the Land intended for the
construction, reconstruction, repair, replacement, alteration, addition or
improvement of or to such buildings, Fixtures, structures and improvements, that
are also incorporated therein.

                "Landlord" shall mean any landlord, sublandlord, lessor,
sublessor, franchisor, licensor or grantor, as applicable.

                "Leased Premises" shall mean the Mortgagor's interest and estate
in the Mortgaged Lease and all recorded or unrecorded extensions, amendments,
supplements and restatements thereof, together with all right, title and
interest of the lessee under the Mortgaged Lease in and to (i) the land that is
the subject of the Mortgaged Lease, (ii) any and all easements, rights-of-way,
reversions, sidewalks, strips and gores of land, drives, roads, curbs, streets,
ways, alleys, passages, passageways, sewer rights, waters, water courses, water
rights, mineral, gas and oil rights, and all power, air, light and other rights,
estates, titles, interests, privileges, liberties, servitudes, licenses,
tenements, hereditaments and appurtenances whatsoever, in any way demised under
the Mortgaged Lease, if any, and/or described in Schedule B, or which hereafter
shall in any way be demised under the Mortgaged Lease and (iii) the Leased
Premises Improvements.

                "Leased Premises Improvements" shall mean all buildings,
structures and other improvements of every kind or description and any and all
Alterations now or hereafter located, attached or erected on the land that is
the subject of the Mortgaged Lease, including, without limitation, (i) all
Fixtures, (ii) all attachments, railroad tracks, foundations, sidewalks, drives,
roads, curbs, streets, ways, alleys, passages, passageways, sewer rights,
parking areas, driveways, fences and walls and (iii) all materials now or
hereafter located on the land that is the subject of the Mortgaged Lease
intended for the construction, reconstruction, repair, replacement, alteration,
addition or improvement of or to such buildings, Fixtures, structures and
improvements, that are also incorporated therein.

<PAGE>
                                       -7-

                "Leases" shall mean, collectively, any and all interests of the
Mortgagor, as Landlord, in all leases and subleases of space, tenancies,
franchise agreements, licenses, occupancy or concession agreements now existing
or hereafter entered into, whether or not of record, relating in any manner to
the Premises and/or Leased Premises and any and all amendments, modifications,
supplements, replacements, extensions and renewals, if any, thereof, whether now
in effect or hereafter coming into effect, but excluding room rental agreements
for hotel guests and boat slip agreements.

                "Mortgage" means this Mortgage, as amended, amended and
restated, supplemented or otherwise modified from time to time.

                "Mortgaged Lease" shall have the meaning assigned to such term
in Recital F hereof.

                "Mortgaged Property" shall have the meaning assigned to such
term in Section 2.1 hereof.

                "Mortgagee" shall have the meaning assigned to such term in the
Preamble hereof.

                "Mortgagor" shall have the meaning assigned to such term in the
Preamble hereof.

                "Mortgagor's Interest" shall have the meaning assigned to such
term in Section 2.2 hereof.

                "NJCCC" shall mean the New Jersey Casino Control Commission.

                "Permit" shall mean any and all permits, certificates,
approvals, authorizations, consents, licenses, variances, franchises or other
instruments, however characterized, of any Governmental Authority (or any Person
acting on behalf of a Governmental Authority) now or hereafter acquired or held,
together with all amendments, modifications, extensions, renewals and
replacements of any thereof issued or in any way furnished in connection with
the Mortgaged Property including, without limitation, building permits,
certificates of occupancy, environmental permits or certificates, industrial
permits or licenses and certificates of operation; provided, however, Gaming
Licenses shall not constitute Permits for the purposes of this definition.

                "Permitted Mortgaged Property Liens" shall have the meaning
assigned to such term in Section 4.6(i) hereof.

                "Person" shall have the meaning assigned to the term "person" in
the Second Priority Indenture.

                "PIK Notes" shall have the meaning assigned to such term in
Recital B hereof.

                "Premises" shall mean, collectively, the Land and the Land
Improvements.

<PAGE>
                                       -8-

                "Priority Intercreditor Agreement" shall have the meaning
assigned to such term in Recital D hereof.

                "Prior Liens" shall mean, collectively, the Liens identified in
Schedule C annexed to this Mortgage.

                "Proceeds" shall mean, collectively, any and all (i) proceeds of
the conversion, voluntary or involuntary, of any of the Mortgaged Property or
any portion thereof into cash or liquidated claims, (ii) proceeds of any
insurance (except payments made to a Person which is not a party to this
Mortgage), indemnity, warranty, guaranty or claim payable to the Mortgagee or to
the Mortgagor from time to time with respect to any of the Mortgaged Property,
including, without limitation, all Net Loss Proceeds, (iii) payments (in any
form whatsoever) made or due and payable to the Mortgagor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any portion of the Mortgaged Property by any Governmental
Authority (or any Person acting on behalf of a Governmental Authority),
including, without limitation, all Net Loss Proceeds, (iv) products of the
Mortgaged Property and (v) other amounts from time to time paid or payable under
or in connection with any of the Mortgaged Property including, without
limitation, refunds of real estate taxes and assessments, including interest
thereon.

                "Property Material Adverse Effect" shall mean, as of any date of
determination and whether individually or in the aggregate, (a) any event,
circumstance, occurrence or condition which has caused or resulted in (or would
reasonably be expected to cause or result in) a material adverse effect on the
business or operations of the Mortgagor as presently conducted at the Mortgaged
Property; (b) any event, circumstance, occurrence or condition which has caused
or resulted in (or would reasonably be expected to cause or result in) a
material adverse effect on the value or utility of the Mortgaged Property; or
(c) any event, circumstance, occurrence or condition which has caused or
resulted in (or would reasonably expect to cause or result in) a material
adverse effect on the legality, priority or enforceability of the Lien created
by this Mortgage or the rights and remedies of the Mortgagee hereunder.

                "Prudent Operator" shall mean a prudent operator of property
similar in use and configuration to the Premises and/or Leased Premises and
located in the locality where the Premises and/or Leased Premises are located as
applicable.

                "Records" shall mean, collectively, any and all right, title and
interest of the Mortgagor in and to any and all drawings, plans, specifications,
file materials, operating and maintenance records, catalogues, Tenant lists,
correspondence, advertising materials, operating manuals, warranties,
guarantees, appraisals, studies and data relating to the Mortgaged Property or
the construction of any Alteration or the maintenance of any Permit.

                "Rents" shall mean, collectively, any and all rents, additional
rents, royalties, cash, guaranties, letters of credit, bonds, sureties or
securities deposited under any Lease to secure performance of the Tenant's
obligations thereunder, revenues, earnings, profits and income, advance rental
payments, payments incident to assignment, sublease or surrender of a Lease,
claims for

<PAGE>
                                       -9-

forfeited deposits and claims for damages, now due or hereafter to become due,
with respect to any Lease, any indemnification against, or reimbursement for,
sums paid and costs and expenses incurred by the Mortgagor under any Lease or
otherwise, and any award in the event of the bankruptcy of any Tenant under or
guarantor of a Lease.

                "Requirements of Law" shall mean, collectively, any and all
requirements of any Governmental Authority including, without limitation, any
and all orders, decrees, determinations, laws, treaties, ordinances, rules,
regulations or similar statutes or case law.

                "Secured Obligations" shall mean all obligations (whether or not
constituting future advances, obligatory or otherwise) of the Issuers under the
Second Priority Indenture and any and all of the Guarantors from time to time
arising under or in respect of this Mortgage, the Second Priority Indenture, the
Second Notes and the other Collateral Documents (including, without limitation,
the obligations to pay principal, interest and all other charges, fees,
expenses, commissions, reimbursements, premiums, indemnities and other payments
related to or in respect of the obligations contained in this Mortgage, the
Second Priority Indenture, the Second Notes and the other Collateral Documents),
in each case whether (i) such obligations are direct or indirect, secured or
unsecured, joint or several, absolute or contingent, due or to become due
whether at stated maturity, by acceleration or otherwise, (ii) arising in the
regular course of business or otherwise, (iii) for payment or performance and/or
(iv) now existing or hereafter arising (including, without limitation, interest
and other obligations arising or accruing after the commencement of any
bankruptcy, insolvency, reorganization or similar proceeding with respect to the
Issuers under the Second Priority Indenture, any Guarantor or any other Person,
or which would have arisen or accrued but for the commencement of such
proceeding, even if such obligation or the claim therefor is not enforceable or
allowable in such proceeding).

                "Secured Parties" shall have the meaning assigned to such term
in Recital C hereof.

                "Subordination Agreement" shall mean a subordination,
nondisturbance and attornment agreement substantially in the form of Exhibit 1
annexed to this Mortgage.

                "Subsidiary" shall have the meaning assigned to such term in the
Second Priority Indenture and collectively shall be referred to as the
"Subsidiaries".

                "Tenant" shall mean any tenant, lessee, sublessee, franchisee,
licensee, grantee or obligee, as applicable.

                "UCC" shall mean the Uniform Commercial Code as in effect on the
date hereof in the jurisdiction in which the Premises and Leased Premises are
located; provided, however, that if by reason of mandatory provisions of law,
the perfection or the effect of perfection or non-perfection of the security
interest in any item or portion of the Mortgaged Property is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the
jurisdiction in which the Premises and Leased Premises are located, "UCC" shall
also mean the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection.

<PAGE>
                                      -10-

                SECTION 1.2 Interpretation. The rules of construction set forth
in Section 1.04 of the Second Priority Indenture shall be applicable to this
Mortgage.

                SECTION 1.3 Resolution of Drafting Ambiguities. The Mortgagor
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery hereof, that it and its counsel reviewed and
participated in the preparation and negotiation hereof and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party (i.e., Mortgagee) shall not be employed in the interpretation
hereof.

                                   ARTICLE II

                         GRANTS AND SECURED OBLIGATIONS

                SECTION 2.1 Grant of Mortgaged Property. The Mortgagor hereby
grants, mortgages, bargains, sells, assigns and conveys to the Mortgagee (for
its benefit and for the benefit of the other Secured Parties), and hereby grants
to the Mortgagee (for its benefit and for the benefit of the other Secured
Parties), a security interest in and upon all of the Mortgagor's estate, right,
title and interest in, to and under the following property, whether now owned or
held or hereafter acquired from time to time (collectively, the "Mortgaged
Property"):

                   (i)   Premises;

                  (ii)   Leased Premises;

                 (iii)   Leases;

                  (iv)   Rents;

                   (v)   Permits;

                  (vi)   Contracts;

                 (vii)   Records; and

                (viii)   Proceeds.

                Notwithstanding anything to the contrary contained in clauses
(i) through (viii) above, the Lien created by this Mortgage shall not extend to,
and the term "Mortgaged Property" shall not include, any Excluded Property.

TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right,
title and interest of the Mortgagor and anyone claiming by, through or under the
Mortgagor in and to the Mortgaged Property and all rights and appurtenances
relating thereto, unto the Mortgagee, its successors and assigns, for the
purpose of securing the payment and performance in full of all the Secured
Obligations.

<PAGE>
                                      -11-

                SECTION 2.2 Assignment of Leases and Rents. During the term
hereof, the Mortgagor absolutely, presently, unconditionally and irrevocably
pledges, grants, sells, conveys, delivers, hypothecates, assigns, transfers and
sets over to the Mortgagee (for its benefit and for the benefit of the other
Secured Parties), and grants to the Mortgagee (for its benefit and for the
benefit of the other Secured Parties), subject to the terms of Article VI
hereof, all of the Mortgagor's estate, right, title, interest, claim and demand,
as Landlord, under any and all of the Leases including, without limitation, the
following (such assigned rights, the "Mortgagor's Interest"):

                (i)     the immediate and continuing right to receive and
        collect Rents payable by the Tenants pursuant to the Leases;

                (ii)    all claims, rights, powers, privileges and remedies of
        the Mortgagor, whether provided for in the Leases or arising by statute
        or at law or in equity or otherwise, consequent on any failure on the
        part of the Tenants to perform or comply with any term of the Leases
        including damages or other amounts payable to the Mortgagor as a result
        of such failure;

                (iii)   all rights to take all actions upon the happening of a
        default under the Leases as shall be permitted by the Leases or by law
        including, without limitation, the commencement, conduct and
        consummation of proceedings at law or in equity; and

                (iv)    the full power and authority, in the name of the
        Mortgagor or otherwise, to enforce, collect, receive and receipt for any
        and all of the foregoing and to take all other actions whatsoever which
        the Mortgagor, as Landlord, is or may be entitled to take under the
        Leases.

                SECTION 2.3 Secured Obligations. This Mortgage secures, and the
Mortgaged Property is collateral security for, the payment and performance in
full when due of the Secured Obligations.

                SECTION 2.4 Future Advances. This Mortgage shall secure the
maximum aggregate amount of all advances of principal under the Second Priority
Indenture (which advances are obligatory to the extent the conditions set forth
in the Second Priority Indenture relating thereto are satisfied) plus interest
thereon, collection costs, sums advanced for the payment of taxes, assessments,
maintenance and repair charges, insurance premiums and any other costs incurred
to protect the security encumbered hereby or the Lien hereof, expenses incurred
by the Mortgagee by reason of any default by the Mortgagor under the terms
hereof, together with all other sums secured hereby.

                SECTION 2.5 No Release. Nothing set forth in this Mortgage
shall relieve the Mortgagor from the performance of any term, covenant,
condition or agreement on the Mortgagor's part to be performed or observed under
or in respect of any of the Mortgaged Property or from any liability to any
Person under or in respect of any of the Mortgaged Property or shall impose any
obligation on the Mortgagee or any other Secured Party to perform or observe any
such term, covenant, condition or agreement on the Mortgagor's part to be so
performed or observed or shall impose any liability on the Mortgagee or any
other Secured Party for any act or omission on the part of the Mortgagor
relating thereto or for any breach of any representation or warranty on the part
of the Mortgagor

<PAGE>
                                      -12-

contained in this Mortgage, the Second Priority Indenture, the Second Notes or
any other Collateral Document, or under or in respect of the Mortgaged Property
or made in connection herewith or therewith. The obligations of the Mortgagor
contained in this Section 2.5 shall survive the termination hereof and the
discharge of the Mortgagor's other obligations under this Mortgage and the
Second Priority Indenture, the Second Notes and the Collateral Documents.

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

                SECTION 3.1 Authority and Validity. The Mortgagor represents
and warrants that as of the date hereof:

                (i)     it is duly organized or formed, validly existing and, if
        applicable, in good standing under the laws of the jurisdiction of its
        organization;

                (ii)    it is duly qualified to transact business and is in good
        standing in the state in which the Leased Premises are located;

                (iii)   it has full corporate or other organizational power and
        lawful authority to execute and deliver this Mortgage and to mortgage
        and grant a Lien on and security interest in the Mortgaged Property and
        otherwise assign the Mortgagor's Interest and otherwise perform its
        obligations as contemplated herein, and all corporate and governmental
        actions, consents, authorizations and approvals necessary or required
        therefor have been duly and effectively taken or obtained; and

                (iv)    this Mortgage is a legal, valid and binding obligation
        of the Mortgagor, enforceable against the Mortgagor in accordance with
        its terms, except as enforceability may be limited by applicable
        bankruptcy, insolvency or similar laws affecting the enforcement of
        creditors' rights generally or by equitable principles relating to
        enforceability or by other laws and regulations of non-U.S.
        jurisdictions.

                SECTION 3.2 Warranty of Title. The Mortgagor represents and
warrants that:

                (i)     it owns the tenant's interest in the Mortgaged Lease and
        has good and marketable fee simple title to the Premises and holds the
        Landlord's interest and estate under or in respect of the Leases and
        holds good title to the interest it purports to own or hold in and to
        each of the Permits, the Contracts and the Records, in each case subject
        to no Liens, except for Permitted Mortgaged Property Liens;

                (ii)    the Mortgaged Lease (a) is a valid and existing lease,
        superior and paramount to all other Leases respecting the property to
        which the Mortgaged Lease relates, (b) is in full force and effect and,
        to the best of Mortgagor's knowledge, no default (nor any event which,
        with notice or lapse of time or both, would constitute such a default)
        has occurred or is continuing under the Mortgaged Lease, (c) to the best
        of the Mortgagor's knowledge, is not subject

<PAGE>
                                      -13-

        to any defenses, offsets or counterclaims and (d) there have been no
        renewals or extensions of or supplements, modifications or amendments to
        the Mortgaged Lease not previously disclosed to the Mortgagee;

                (iii)   subject to the rights of tenants under the Leases
        disclosed in Schedule D hereof and the rights of hotel guests under room
        rental agreements and the rights of boat slip guests under boat slip
        agreements, it is in actual possession of the Premises;

                (iv)    it is in compliance with each term, condition and
        provision of any obligation of the Mortgagor which is secured by the
        Mortgaged Property or the noncompliance with which would result in a
        Property Material Adverse Effect; and

                (v)     this Mortgage creates and constitutes a valid and
        enforceable second priority Lien on the Mortgaged Property subject to
        Permitted Mortgaged Property Liens, and, to the extent any of the
        Mortgaged Property shall consist of Fixtures, a second priority security
        interest in the Fixtures, which second priority Lien and second priority
        security interest are subject only to Permitted Mortgaged Property
        Liens.

                SECTION 3.3 Condition of Mortgaged Property. The Mortgagor
represents and warrants that:

                (i)     there has been issued and there remains in full force
        and effect subject to no revocation, suspension, forfeiture or
        modification, each and every material Permit necessary for the present
        use, operation and occupancy of the Premises and Leased Premises by the
        Mortgagor and the conduct of its respective businesses and all required
        zoning, building code, land use, environmental and other similar Permits
        except those Permits which, if not so issued and in full force and
        effect, would not reasonably be expected to result in a Property
        Material Adverse Effect;

                (ii)    the Premises and Leased Premises and the present and
        contemplated use and occupancy thereof comply with all applicable zoning
        ordinances, building codes, land use laws, setback or other development
        and use requirements of Governmental Authorities, except any
        non-compliance which would not reasonably be expected to result in a
        Property Material Adverse Effect;

                (iii)   the Premises and Leased Premises are served by all
        utilities necessary for the present use thereof, and the Mortgagor has
        not received notice of termination of such utility service;

                (iv)    all public roads and streets necessary for service of
        and access to the Premises and Leased Premises for the present use
        thereof have been completed and have been dedicated and accepted as such
        by the appropriate Governmental Authorities;

                (v)     the Mortgagor has access to the Premises and Leased
        Premises from public roads and, to the extent applicable, public or
        private rail or waterway, sufficient to allow the

<PAGE>
                                      -14-

        Mortgagor and its Tenants and invitees to conduct their respective
        businesses at the Premises and Leased Premises in accordance with sound
        commercial practices and the Mortgagor has not received notice of
        termination of such access, except where the failure to be served would
        not reasonably be expected to result in a Property Material Adverse
        Effect;

                (vi)    the Mortgagor has not received notice of any Event of
        Loss as a result of a condemnation or the commencement or pendency of
        any action or proceeding therefor related to the Premises or the Leased
        Premises;

                (vii)   there has not occurred any Event of Loss as a result of
        any fire or other casualty which has not been fully restored;

                (viii)  there are no disputes regarding boundary lines,
        location, encroachments or possession of any portions of the Premises or
        the Leased Premises and no state of facts exists which could give rise
        to any such claim, other than such disputes that would not reasonably be
        expected to result in a Property Material Adverse Effect;

                (ix)    all liquid and solid waste disposal, septic and sewer
        systems located on the Premises and Leased Premises are in a good and
        safe condition and repair and in material compliance with all
        Requirements of Law, except such non-compliance which would not
        reasonably be expected to result in a Property Material Adverse Effect;

                (x)     no portion of the Premises is located in an area
        identified by the Federal Emergency Management Agency or any successor
        thereto as an area having special flood hazards pursuant to the Flood
        Insurance Acts or, if any portion of the Premises and Leased Premises is
        located within such area, the Mortgagor has obtained the insurance
        prescribed in Article VIII hereof;

                (xi)    the Land and Land Improvements and the Leased Premises
        Improvements are collectively assessed for real estate tax purposes as
        one or more wholly independent tax lot or lots, separate from any
        adjoining land or improvements not constituting a portion of such lot or
        lots, and no other land or improvement is assessed and taxed together
        with the Land and Land Improvements and the Leased Premises Improvements
        or any portion thereof; and

                (xii)   there are no options or rights of first refusal to
        purchase or acquire all or any portion of the Mortgaged Property other
        than those in favor of Mortgagor.

                SECTION 3.4 Leases. The Mortgagor represents and warrants that:

                (i)     the Leases identified on Schedule D attached hereto are
        the only Leases in existence on the date hereof with respect to the
        Premises and Leased Premises;

<PAGE>
                                      -15-

                (ii)    true copies of such Leases have been previously
        delivered to the Mortgagee and there are no agreements with any Tenant
        under such Leases other than those agreements expressly set forth
        therein;

                (iii)   it is the sole owner of all of the Mortgagor's Interest
        in such Leases;

                (iv)    each of such Leases is in full force and effect,
        constitutes a legal, valid and binding obligation of the Mortgagor and
        the applicable Tenant thereunder, and is enforceable against the
        Mortgagor and such Tenant in accordance with its terms except as
        enforceability may be limited by applicable bankruptcy, insolvency or
        similar laws affecting the enforcement of creditors' rights generally or
        by equitable principles relating to enforceability or by other laws and
        regulations of non-U.S. jurisdictions;

                (v)     to the best of Mortgagor's knowledge, there is no
        default under any of such material Leases and there is existing no
        condition which with the giving of notice or passage of time or both
        would cause a default thereunder;

                (vi)    all Rents due under such Leases have been paid in full
        through the date hereof;

                (vii)   none of the Rents reserved under such Leases have been
        assigned or otherwise pledged or hypothecated except in favor of the
        Mortgagee pursuant to the provisions hereof;

                (viii)  none of the Rents (other than any security deposit
        collected in accordance with the provisions of the applicable Lease and
        other than with respect to that certain Thermal Energy Services
        Agreement dated September 27, 1996 by and between Atlantic Jersey
        Thermal Systems, Inc. and Mortgagor have been collected for more than
        one (1) month in advance;

                (ix)    to the best of Mortgagor's knowledge, there exists no
        offsets or defenses to the payment of any portion of the Rents and the
        Mortgagor owes no monetary obligation to any Tenant under any such
        Lease;

                (x)     it has received no notice from any Tenant challenging
        the validity or enforceability of any such Lease;

                (xi)    no such Lease contains any option to purchase, right of
        first refusal to purchase, right of first refusal to relet, or any other
        similar provision; and

                (xii)   each such Lease is subordinate to this Mortgage either
        pursuant to its terms or pursuant to a recordable Subordination
        Agreement.

                SECTION 3.5 Insurance. The Mortgagor represents and warrants
that, except where the failure of clauses (i), (ii) or (iii) hereof to be true
would not reasonably be expected to result in a

<PAGE>
                                      -16-

Property Material Adverse Effect, (i) the Premises and the Leased Premises and
the use, occupancy and operation thereof comply with all Insurance Requirements
and there exists no default under any Insurance Requirement, (ii) all premiums
due and payable with respect to the Insurance Policies have been paid, (iii) all
Insurance Policies are in full force and effect and the Mortgagor has not
received notice of violation or cancellation thereof and (iv) all Insurance
Policies or insurance certificates required pursuant to the Second Priority
Indenture have been delivered to the Mortgagee.

                SECTION 3.6 Charges. The Mortgagor represents and warrants that
all Charges imposed upon or assessed against the Mortgaged Property have been
paid and discharged except to the extent such Charges constitute a Permitted
Mortgaged Property Lien but are not yet due and payable.

                SECTION 3.7 Environmental. The Mortgagor represents and
warrants that:

                (i)     it has obtained all material Permits which are necessary
        with respect to the ownership and operation of its business and the
        Mortgaged Property under any and all Environmental Laws and is in
        material compliance with all terms and conditions thereof;

                (ii)    it is in material compliance with and has no material
        liability under any and all Environmental Laws applicable to the
        ownership and operation of its business and the Mortgaged Property
        including, without limitation, all other limitations, restrictions,
        conditions, standards, prohibitions, requirements, obligations,
        schedules and timetables contained in such Environmental Laws;

                (iii)   there is no material civil, criminal or administrative
        action, suit, demand, claim, hearing, notice of violation,
        investigation, proceeding, notice or demand letter pending or
        threatened, to Mortgagor's knowledge, against it or any Affiliate under
        the Environmental Laws which with respect to the Mortgaged Property
        would reasonably be expected to result in a material liability or
        material obligation under Environmental Laws, or in a Property Material
        Adverse Effect; and

                (iv)    there are no past or present events, conditions,
        circumstances, activities, practices, incidents, actions or plans which
        may materially interfere with or prevent material compliance by the
        Mortgagor with the Environmental Laws, or which may give rise to any
        material liability under Environmental Laws including, without
        limitation, material liability under the Comprehensive Environmental
        Response, Compensation, and Liability Act of 1980, as amended, or any
        other Environmental Law or related common law theory or otherwise form
        the basis of any material claim, action, demand, suit, proceeding,
        hearing or notice of violation, study or investigation, against or
        relating to the Mortgagor based on or related to the manufacture,
        processing, distribution, use, generation, treatment, storage, disposal,
        transport or handling, or the emission, discharge, release or threatened
        release into the environment, of any Hazardous Materials, which would
        reasonably be expected to result in a material liability or material
        obligation under Environmental Laws or in a Property Material Adverse
        Effect.

<PAGE>
                                      -16-

                SECTION 3.8 No Conflicts, Consents, etc.. Neither the execution
and delivery hereof by the Mortgagor nor the consummation of the transactions
herein contemplated nor the fulfillment of the terms hereof (i) violates the
terms of any agreement, indenture, mortgage, deed of trust, equipment lease,
instrument or other document to which the Mortgagor is a party, or by which it
may be bound or to which any of its properties or assets may be subject, (ii)
conflicts with any Requirement of Law applicable to the Mortgagor or its
property or (iii) will result in or require the creation or imposition of any
Lien (other than the Lien contemplated hereby) upon or with respect to any of
the Mortgaged Property, except in the case of clause (i) and (ii) of this
sentence, where such violation or conflict, would not result in a Property
Material Adverse Effect. Other than consents previously provided to the
Mortgagor, no consent of any party (including, without limitation, equityholders
or creditors of the Mortgagor) and no consent, authorization, approval, license
or other action by, and no notice to or filing with, any Governmental Authority
or regulatory body or other Person is required for (i) the granting of a
mortgage Lien on and security interest in the Mortgaged Property by the
Mortgagor granted by it pursuant to this Mortgage or for the execution, delivery
or performance hereof by the Mortgagor except for the filing of this Mortgage
and the other filings contemplated hereby or (ii) other than as described in
Article XI, the exercise by the Mortgagee of the remedies in respect of the
Mortgaged Property pursuant to this Mortgage.

                SECTION 3.9 Benefit to the Mortgagor. The Mortgagor represents
and warrants that it will receive substantial benefit as a result of the
execution, delivery, and performance of the Second Priority Indenture, the
Second Notes and the Collateral Documents.

                                   ARTICLE IV

                         CERTAIN COVENANTS OF MORTGAGOR

                SECTION 4.1 Payment. The Mortgagor shall pay as and when the
same shall become due, whether at its stated maturity, by acceleration or
otherwise, each and every amount payable by the Mortgagor under the Second
Priority Indenture, the Second Notes and the Collateral Documents.

                SECTION 4.2 Title. The Mortgagor shall:

                (i)     (A) keep in effect all rights and appurtenances to or
        that constitute a part of the Mortgaged Property except as permitted
        pursuant to the Second Priority Indenture and (B) protect, preserve and
        defend its interest in the Mortgaged Property and title thereto;

                (ii)    (A) comply with each of the terms, conditions and
        provisions of any obligation of the Mortgagor which is secured by the
        Mortgaged Property or the noncompliance with which may result in the
        imposition of a Lien (other than a Permitted Mortgaged Property Lien) on
        the Mortgaged Property, except where the failure to so comply would not
        result in a Property Material Adverse Effect, or the noncompliance with
        which may result in the imposition of a Lien (other than a Permitted
        Mortgaged Property Lien) on the Mortgaged Property, (B) forever warrant
        and defend to the Mortgagee the Lien and security interests created and

<PAGE>
                                      -18-

        evidenced hereby and the validity and priority hereof in any action or
        proceeding against the claims of any and all Persons whomsoever
        affecting or purporting to affect the Mortgaged Property or any of the
        rights of the Mortgagee hereunder and (C) maintain a valid and
        enforceable second priority Lien on the Mortgaged Property and, to the
        extent any of the Mortgaged Property shall consist of Fixtures, a second
        priority security interest in the Mortgaged Property, which second
        priority Lien and security interest shall be subject only to Permitted
        Mortgaged Property Liens; and

                (iii)   immediately upon obtaining knowledge of the pendency of
        any proceedings for the eviction of the Mortgagor from the Mortgaged
        Property or any part thereof by paramount title or otherwise questioning
        the Mortgagor's right, title and interest in, to and under the Mortgaged
        Property as warranted in this Mortgage, or of any condition that could
        give rise to any such proceedings, notify the Mortgagee thereof. The
        Mortgagee may participate in such proceedings and the Mortgagor will
        deliver or cause to be delivered to the Mortgagee all instruments
        requested by the Mortgagee to permit such participation. In any such
        proceedings, the Mortgagee may be represented by counsel satisfactory to
        the Mortgagee at the expense of the Mortgagor. If, upon the resolution
        of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged
        Property or any part thereof or interest therein and title insurance
        proceeds shall be payable in connection therewith, such Proceeds are
        hereby assigned to and shall be paid to the Mortgagee for deposit in the
        Collateral Account and shall be applied in the manner applicable to Net
        Loss Proceeds to restore the Mortgaged Property in accordance with the
        provisions of Section 4.16 of the Second Priority Indenture.

                SECTION 4.3 Maintenance and Use of Mortgaged Property;
Alterations.

        (i)     Maintenance. The Mortgagor shall cause the representations and
warranties set forth in Section 3.3 hereof to continue to be true in each and
every respect except where the failure so to be true would not result in a
Property Material Adverse Effect.

        (ii)    Maintenance of Premises and Leased Premises. The Mortgagor shall
maintain the Mortgaged Property in accordance with the provisions of the Second
Priority Indenture.

        (iii)   Alterations. The Mortgagor shall not make any Alteration to the
Premises and Leased Premises except as permitted pursuant to the Second Priority
Indenture.

        (iv)    Permits. The Mortgagor shall maintain, or cause to be
maintained, in full force and effect all Permits contemplated by Section 3.3(i)
hereof, except where the failure to maintain such Permits would not reasonably
be expected to have a Property Material Adverse Effect. Unless and to the extent
contested by the Mortgagor in accordance with the provisions of Article IX
hereof, the Mortgagor shall comply with all requirements set forth in the
Permits and all Requirements of Law applicable to all or any portion of the
Mortgaged Property or the condition, use or occupancy of all or any portion
thereof or any recorded deed of restriction, declaration, covenant running with
the land or otherwise, now or hereafter in force, except where the failure so to
be in compliance would not reasonably be expected to result in a Property
Material Adverse Effect.

<PAGE>
                                      -19-

        (v)     Zoning. The Mortgagor shall not initiate, join in or consent to
any change in the zoning or any other permitted use classification of the
Premises and Leased Premises without the prior written consent of the Mortgagee,
which consent will not be unreasonably withheld, conditioned or delayed.

                SECTION 4.4 Notices Regarding Certain Defaults. The Mortgagor
shall, promptly upon receipt of any written notice regarding (i) any material
default by the Mortgagor relating to the Mortgaged Property or any material
portion thereof or (ii) the failure to discharge any of the Mortgagor's material
obligations with respect to the Mortgaged Property or any portion thereof
described herein, furnish a copy of such notice to the Mortgagee.

                SECTION 4.5 Access to Mortgaged Property, Books and Records;
Other Information. Subject to the requirements of any Gaming Laws, upon
reasonable prior notice to the Mortgagor, the Mortgagee, its agents, accountants
and attorneys shall have reasonable access to visit and inspect, as applicable,
during normal business hours and such other reasonable time as may be requested
by the Mortgagee to all of the Mortgaged Property including, without limitation,
all of the books, correspondence and Records of the Mortgagor relating thereto.
The Mortgagee and its representatives may examine the same, take extracts
therefrom and make photocopies thereof, and the Mortgagor agrees to render to
the Mortgagee at the Mortgagor's cost and expense, such clerical and other
assistance as may be reasonably requested by the Mortgagee with regard thereto.
The Mortgagor shall, at any and all times, within a reasonable time after
written request by the Mortgagee, furnish or cause to be furnished to the
Mortgagee, in such manner and in such detail as may be reasonably requested by
the Mortgagee, additional information with respect to the Mortgaged Property;
provided that any such inspection shall not unreasonably interfere with the
Mortgagor's operations.

                SECTION 4.6 Limitation on Liens; Transfer Restrictions. (a) The
Mortgagor may not, without the prior written consent of the Mortgagee, further
mortgage, encumber or hypothecate all or any part of the Mortgaged Property or
suffer or allow any of the foregoing to occur by operation of law or otherwise;
provided, however, that so long as no Event of Default shall have occurred and
be continuing, the Mortgagor shall have the right to suffer to exist the
following Liens in respect of the Mortgaged Property: (i) Prior Liens (but not
extensions, amendments, supplements or replacements of Prior Liens unless
consented to by the Mortgagee); (ii) Permitted Liens (other than those described
in clauses (c), (j), (l), (n) and (p) of the definition of Permitted Liens);
(iii) the Liens created pursuant to the Collateral Documents and (iv) Leases to
the extent permitted pursuant to the provisions of Article V hereof (the Liens
described in clauses (i) through (iv) of this sentence, collectively, "Permitted
Mortgaged Property Liens").

                (b)     The Mortgagor shall not sell, convey or otherwise
dispose of any part of the Mortgaged Property except as permitted in the Second
Priority Indenture.

                SECTION 4.7 Environmental.

        (i)     Hazardous Materials. The Mortgagor shall (A) comply in all
material respects with any and all present and future Environmental Laws, (B)
not release, store, treat, handle, use, process,

<PAGE>
                                      -20-

generate, discharge or dispose of any Hazardous Materials at, on, under or from
the Mortgaged Property in material violation of or in a manner that could
reasonably be expected to result in any material liability under any present and
future Environmental Law and (C) take all commercially reasonable steps to
initiate and expeditiously complete all investigative, remedial, corrective and
other action to eliminate any (1) violation of Environmental Laws or other
conditions which could reasonably be expected to give rise to material liability
or material obligations under Environmental Laws or (2) Property Material
Adverse Effect. In the event the Mortgagor fails to comply with the covenants in
the preceding sentence, the Mortgagee may, in addition to any other remedies set
forth herein, as agent for and at the Mortgagor's sole cost and expense, cause
any necessary investigation, remediation, removal or response action relating to
Hazardous Materials to be taken and the Mortgagor shall provide to the Mortgagee
and its agents and employees access to the Mortgaged Property for such purpose.
Any costs or expenses incurred by the Mortgagee for such purpose shall be
immediately due and payable by the Mortgagor and shall bear interest at the
Default Rate. If, at any time that the Secured Obligations are outstanding, the
Mortgagee has a reasonable basis to conclude that the Mortgagor has failed to
comply with the covenants in this Section 4.7, or has breached the
representations and warranties in Section 3.7 hereof, the Mortgagee shall have
the right, but not the obligation, at the sole cost and expense of the
Mortgagor, to conduct an environmental assessment of the Mortgaged Property by
such Persons or firms appointed by the Mortgagee, and the Mortgagor shall
cooperate in all respects in the conduct of such environmental assessment,
including, without limitation, by providing reasonable access to the Mortgaged
Property and to all Records relating thereto. To the extent that any
environmental assessment identifies conditions which materially violate, or
would reasonably be expected to give rise to material liability or material
obligations under, Environmental Laws, or such violation, liability, or
obligation would reasonably be expected to have a Property Material Adverse
Effect, the Mortgagor agrees to expeditiously correct any such violation or
respond to conditions giving rise to such liability or obligations in a manner
which complies in all material respects with the Environmental Laws and
mitigates associated material health and environmental risks. Mortgagor shall
indemnify and hold the Mortgagee and each Holder harmless from and against all
loss, cost, damage (including, without limitation, consequential damages) or
expense (including, without limitation, reasonable attorneys' and consultants'
fees and disbursements and the allocated costs of staff counsel) that the
Mortgagee or the Holders may sustain by reason of the assertion against the
Mortgagee or the Holders by any party of any claim relating to such Hazardous
Materials on, under, or from the Mortgaged Property or actions taken with
respect thereto as authorized hereunder except to the extent such claim arises
from the gross negligence or willful misconduct of the Mortgagee or the Holders
or is based upon the act or omissions subsequent to the Mortgagee's or Holders'
(or either of their agent's or designees') taking of possession and control of
the Mortgaged Property. The foregoing indemnification shall survive repayment of
all Secured Obligations and any release or assignment hereof; and

        (ii)    Asbestos. The Mortgagor shall not install nor permit to be
installed in or removed from the Mortgaged Property, asbestos or any
asbestos-containing material (collectively, "ACM") except in compliance, in all
material respects, with all Environmental Laws, and with respect to any ACM
currently present in the Mortgaged Property, such Mortgagor shall promptly
either (A) remove or encapsulate any ACM which such Environmental Laws require
to be removed or (B) otherwise comply, in all material respects, with such
Environmental Laws with respect to such ACM, all at such

<PAGE>
                                      -21-

Mortgagor's sole cost and expense. If such Mortgagor shall fail so to remove or
encapsulate any ACM or otherwise comply, in all material respects, with such
Environmental Laws, the Mortgagee may, in addition to any other remedies set
forth herein, take reasonable or necessary steps to remove or encapsulate any
ACM from the Mortgaged Property or otherwise comply, in all material respects,
with applicable Environmental Laws, regulations or orders and such Mortgagor
shall provide to the Mortgagee and its agents and employees reasonable access to
the Mortgaged Property for such purpose. Any reasonable costs or expenses
incurred by the Mortgagee for such purpose shall be immediately due and payable
by the Mortgagor and bear interest at the Default Rate. The Mortgagor shall
indemnify and hold the Mortgagee and each Holder harmless from and against all
loss, cost, damage and expense (including, without limitation, reasonable
attorneys' and consultants' fees and disbursements) that the Mortgagee or the
Holders may sustain, as a result of the presence of any ACM and any removal
thereof or compliance with all applicable Environmental Laws, except to the
extent arising from the gross negligence or willful misconduct of the Mortgagee
or its respective employees or agents or is based upon the act or omissions
subsequent to the Mortgagee's or Holders' (or either of their agent's or
designees') taking of possession and control of the Mortgaged Property. The
foregoing indemnification shall survive repayment of all Secured Obligations and
any release or assignment hereof.

                SECTION 4.8 Estoppel Certificates. The Mortgagor shall, from
time to time, upon ten (10) days' prior written request of the Mortgagee,
execute, acknowledge and deliver to the Mortgagee an Officers' Certificate
stating that this Mortgage, the Second Priority Indenture, the Second Notes and
the Collateral Documents are unmodified and in full force and effect (or, if
there have been modifications, that to the Mortgagor's knowledge this Mortgage,
the Second Priority Indenture, the Second Notes and the Collateral Documents, as
applicable, are in full force and effect as modified and setting forth such
modifications) and stating the date to which principal and interest have been
paid on the Second Notes.

                                    ARTICLE V

                                     LEASES

                SECTION 5.1 Mortgagor's Affirmative Covenants with Respect to
Leases. With respect to each material Lease, the Mortgagor shall:

                (i)     observe and perform all the material obligations imposed
        upon the Landlord under such Lease;

                (ii)    promptly send copies to the Mortgagee of all notices of
        a material default which the Mortgagor shall send or receive thereunder;
        and

                (iii)   enforce all of the material terms, covenants and
        conditions contained in such Lease upon the part of the Tenant
        thereunder to be observed or performed, to the extent such enforcement
        would be commercially reasonable.

<PAGE>
                                      -22-

                SECTION 5.2 Mortgagor's Negative Covenants with Respect to
Leases. With respect to each Lease, the Mortgagor shall comply with provisions
concerning Mortgagor's Negative Covenants within the Second Priority Indenture.

                SECTION 5.3 Additional Requirements with Respect to New Leases.
In addition to the requirements of Sections 5.1 and 5.2 hereof, the Mortgagor
shall not enter into any Lease after the date hereof unless the Tenant under
such Lease has subordinated its interest in the Mortgaged Property to the Lien
of this Mortgage by the terms of such Lease or by entering into a Subordination
Agreement and has otherwise complied with the provisions of Section 10.06(ix) of
the Second Priority Indenture.

                                   ARTICLE VI

                    CONCERNING ASSIGNMENT OF LEASES AND RENTS

                SECTION 6.1 Present Assignment; License to the Mortgagor.
Section 2.2 of this Mortgage constitutes a present, absolute, effective,
irrevocable and complete assignment by the Mortgagor to the Mortgagee of the
Leases and Rents and the right, subject to applicable law, to collect all sums
payable to the Mortgagor thereunder and apply the same as Mortgagee may, in its
sole discretion, determine to be appropriate in accordance with the Second
Priority Indenture (including the payment of reasonable costs and expenses in
connection with the maintenance, operation, improvement, insurance, taxes and
upkeep of the Mortgaged Property), which is not conditioned upon Mortgagee being
in possession of the Premises and Leased Premises. The Mortgagee hereby grants
to the Mortgagor, however, a license to collect and apply the Rents and to
enforce the obligations of Tenants under the Leases. Immediately upon the
occurrence and during the continuance of any Event of Default, the license
granted in the immediately preceding sentence shall cease and terminate, with or
without any notice, action or proceeding or the intervention of a receiver
appointed by a court.

                SECTION 6.2 Collection of Rents by the Mortgagee.

        (i)     Any Rents receivable by the Mortgagee hereunder, after payment
of all proper costs and charges, shall be applied to the Secured Obligations.
The Mortgagee shall be accountable to the Mortgagor only for Rents actually
received by the Mortgagee. The collection of such Rents and the application
thereof shall not cure or waive any Event of Default or waive, modify or affect
notice of any Event of Default or invalidate any act done pursuant to such
notice.

        (ii)    The Mortgagor hereby irrevocably authorizes and directs the
Tenant under each Lease to rely upon and comply with any and all notices or
demands from the Mortgagee following the occurrence and during the continuance
of an Event of Default for payment of Rents to the Mortgagee and the Mortgagor
shall have no claim against Tenant for Rents paid by Tenant to the Mortgagee
pursuant to such notice or demand. For the purposes of this Section 6.2, a
notice from the Mortgagee to the Tenant shall be deemed to be conclusive.

<PAGE>
                                      -23-

                SECTION 6.3 No Release. Neither this Mortgage nor any action or
inaction on the part of the Mortgagee shall release Tenant under any Lease, any
guarantor of any Lease or the Mortgagor from any of their respective obligations
under such Leases or constitute an assumption of any such obligation on the part
of the Mortgagee. No action or failure to act on the part of the Mortgagor shall
adversely affect or limit the rights of the Mortgagee under this Mortgage or,
through this Mortgage, under such Leases. Nothing contained herein shall operate
or be construed to (i) obligate the Mortgagee to perform any of the terms,
covenants or conditions contained in any Lease or otherwise to impose any
obligation upon the Mortgagee with respect to such Lease (including, without
limitation, any obligation arising out of any covenant of quiet enjoyment
contained in such Lease in the event that Tenant under such Lease shall have
been joined as a party defendant in any action by which the estate of such
Tenant shall be terminated) or (ii) place upon the Mortgagee any obligation for
the operation, control, care, management or repair of the Premises and Leased
Premises.

                SECTION 6.4 Irrevocable Interest. All rights, powers and
privileges of the Mortgagee herein set forth are coupled with an interest and
are irrevocable, subject to the terms and conditions hereof, and the Mortgagor
shall not take any action under the Leases or otherwise which is inconsistent
with this Mortgage or any of the terms hereof and any such action inconsistent
herewith or therewith shall be void.

                SECTION 6.5 Amendment to Leases. Each Lease, including, without
limitation, all amendments, modifications, supplements, replacements, extensions
and renewals thereof, shall continue to be subject to the provisions hereof
without the necessity of any further act by any of the parties hereto.

                                   ARTICLE VII

                        TAXES AND CERTAIN STATUTORY LIENS

                SECTION 7.1 Payment of Charges. Unless and to the extent
contested by the Mortgagor in accordance with the provisions of Article IX
hereof, the Mortgagor shall pay and discharge, or cause to be paid and
discharged, from time to time when the same shall become due, all Charges. The
Mortgagor shall, upon the Mortgagee's request, deliver to the Mortgagee receipts
evidencing the payment of all such Charges.

                SECTION 7.2 Escrow of Taxes. From and after the occurrence of
an Event of Default, at the option and upon the request of the Mortgagee and to
the extent not required by the First Priority Trustee pursuant to the terms of
the First Priority Indenture, the Mortgagor shall deposit with the Mortgagee in
an account maintained by the Mortgagee (the "Tax Escrow Fund"), on the first day
of each month, an amount estimated by the Mortgagee to be equal to one-twelfth
of the annual real property taxes and other annual Charges required to be
discharged by the Mortgagor under Section 7.1 hereof. Such amounts shall be held
by the Mortgagee without interest to the Mortgagor and applied to the payment of
the obligations in respect of which such amounts were deposited, in such
priority as the Mortgagee shall determine, on or before the respective dates on
which such obligations or any part thereof would become delinquent. Nothing
contained in this Article VII shall (i) affect

<PAGE>
                                      -24-

any right or remedy of the Mortgagee under any provision hereof or of any
statute or rule of law to pay any such amount as provided above from its own
funds and to add the amount so paid, together with interest at the Default Rate
during such time that any amount remains outstanding, to the Secured Obligations
or (ii) relieve the Mortgagor of its obligations to make or provide for the
payment of the annual real property taxes and other annual Charges required to
be discharged by the Mortgagor under Section 7.1 hereof.

                SECTION 7.3 Certain Statutory Liens. Unless and to the extent
contested by the Mortgagor in accordance with the provisions of Article IX
hereof, the Mortgagor shall timely pay, or cause to be paid, all lawful claims
and demands of mechanics, materialmen, laborers, government agencies
administering worker's compensation insurance, old age pensions and social
security benefits and all other claims, judgments, demands or amounts of any
nature which, if unpaid, would result in, or permit the creation of, a Lien on
the Mortgaged Property or any part thereof, unless such Lien would constitute a
Permitted Mortgage Property Lien.

                SECTION 7.4 Stamp and Other Taxes. Unless and to the extent
contested by the Mortgagor in accordance with the provisions of Article IX
hereof, the Mortgagor shall pay any United States documentary stamp taxes, with
interest and fines and penalties, and any mortgage recording taxes, with
interest and fines and penalties, that may hereafter be levied, imposed or
assessed under or upon or by reason hereof or the Secured Obligations or any
instrument or transaction affecting or relating to either thereof and in default
thereof the Mortgagee may advance the same and the amount so advanced shall be
payable by the Mortgagor to the Mortgagee in accordance with the provisions of
Section 14.5 hereof.

                SECTION 7.5 Certain Tax Law Changes. In the event of the
passage after the date hereof of any law deducting from the value of real
property, for the purpose of taxation, amounts in respect of any Lien thereon or
changing in any way the laws for the taxation of mortgages or debts secured by
mortgages for state or local purposes or the manner of the collection of any
Charges, and imposing any Charges, either directly or indirectly, on this
Mortgage, the Second Priority Indenture, the Second Notes or any other
Collateral Document, the Mortgagor shall promptly pay to the Mortgagee such
amount or amounts as may be necessary from time to time to pay any such Charges.

                SECTION 7.6 Proceeds of Tax Claim. In the event that the
proceeds of any tax claim are paid after the Mortgagee has exercised its right
to foreclose the Lien hereof, such Proceeds shall be paid to the Mortgagee to
satisfy any deficiency remaining after such foreclosure. The Mortgagee shall
retain its interest in the Proceeds of any tax claim during any redemption
period. The amount of any such Proceeds in excess of any deficiency claim of the
Mortgagee shall, in a reasonably prompt manner, be released to the Mortgagor.
The amount of any such Proceeds in excess of any deficiency claim of the
Mortgagee shall be applied in accordance with the Priority Intercreditor
Agreement.

<PAGE>
                                      -25-

                                  ARTICLE VIII

                                    INSURANCE

                SECTION 8.1 Required Insurance Policies and Coverages. The
Mortgagor shall maintain in respect of the Premises and Leased Premises the
Insurance Policies and coverages required under Section 4.18 of the Second
Priority Indenture.

                SECTION 8.2 Delivery After Foreclosure. In the event that the
Proceeds of any insurance claim are paid after the Mortgagee has exercised its
right to foreclose the Lien hereof, such Proceeds shall be paid to the Mortgagee
to satisfy any deficiency remaining after such foreclosure. Mortgagee shall
retain its interest in the Insurance Policies required to be maintained pursuant
to this Mortgage during any redemption period. The amount of any such Proceeds
in excess of any deficiency claim of the Mortgagee shall be applied in
accordance with the Priority Intercreditor Agreement.

                                   ARTICLE IX

                             CONTESTING OF PAYMENTS

                SECTION 9.1 Contesting of Charges. The Mortgagor may at its own
expense contest the validity, amount or applicability of any Charges by
appropriate legal or administrative proceedings, prosecution of which operates
to prevent the collection or enforcement thereof and the sale or forfeiture of
the Mortgaged Property or any part thereof to satisfy such obligations; to the
extent that such contest is permitted by and conducted in accordance with the
provisions set forth in clauses (a), (b), (e) and (f) of the definition of
Permitted Liens. Notwithstanding the foregoing provisions of this Section 9.1,
(i) no contest of any such obligations may be pursued by the Mortgagor if such
contest would expose the Mortgagee or any other Secured Party to (A) any
possible criminal liability or (B) any additional civil liability unless the
Mortgagor shall have furnished a bond or other security therefor satisfactory to
the Mortgagee and (ii) if at any time payment or performance of any obligation
contested by the Mortgagor pursuant to this Section 9.1 shall become necessary
to prevent the imposition of remedies because of non-payment, the Mortgagor
shall pay or perform the same in sufficient time to prevent the imposition of
remedies in respect of such default or prospective default.

                SECTION 9.2 Contesting of Insurance. The Mortgagor shall not
take any action that could reasonably be expected to be the basis for
termination, revocation or denial of any insurance coverage required to be
maintained under this Mortgage or that could reasonably be expected to be the
basis for a defense to any claim under any Insurance Policy maintained in
respect of the Premises and Leased Premises and the Mortgagor shall otherwise
comply in all respects with all Insurance Requirements in respect of the
Premises and the Leased Premises; provided, however, that the Mortgagor may, at
its own expense and after written notice to the Mortgagee, (i) contest the
applicability or enforceability of any such Insurance Requirements by
appropriate legal proceedings, prosecution of which does not constitute a basis
for cancellation or revocation of any insurance coverage required

<PAGE>
                                      -26-

under Article VIII hereof or (ii) cause the Insurance Policy containing any such
Insurance Requirement to be replaced by a new policy complying with the
provisions of Article VIII hereof.

                                    ARTICLE X

                                 EVENTS OF LOSS

                SECTION 10.1 Events of Loss. If there shall occur any Event of
Loss, individually or in the aggregate, in excess of $1.0 million, the Mortgagor
shall promptly send to the Mortgagee a written notice setting forth the nature
and extent of such Event of Loss. The Proceeds of any Event of Loss, insurance
payable or award or payment in respect of such Event of Loss are hereby assigned
and shall be paid to the Mortgagee. The Mortgagor shall take all steps
reasonably necessary to notify the condemning authority of such assignment. All
Net Loss Proceeds, shall be made available to the Mortgagor for application in
accordance with the provisions of Section 4.16 of the Second Priority Indenture.

                                   ARTICLE XI

                         EVENTS OF DEFAULT AND REMEDIES

                SECTION 11.1 Events of Default. It shall be an Event of Default
hereunder if there shall have occurred and be continuing an Event of Default
under the Second Priority Indenture.

                SECTION 11.2 Remedies in Case of an Event of Default. If any
Event of Default shall have occurred and be continuing, the Mortgagee may,
subject to the provisions of any applicable Gaming Laws, at its option, in
addition to any other action permitted under this Mortgage or the Second
Priority Indenture or by law, statute or in equity, take one or more of the
following actions to the greatest extent permitted by local law:

                (i)     by written notice to the Mortgagor, declare the entire
        unpaid amount of the Secured Obligations to be due and payable
        immediately;

                (ii)    personally, or by its agents or attorneys, (A) give
        notice of such Event of Default to the Lessor under the Mortgaged Lease,
        (B) to the extent permitted by the Mortgaged Lease, act in all respects
        as lessee in respect of the Mortgaged Lease and perform on behalf of and
        for the account of the Mortgagor, any of the obligations of lessee
        thereunder, (C) enter into and upon and take possession of all or any
        part of the Premises and the Leased Premises together with the books,
        Records and accounts of the Mortgagor relating thereto and, exclude the
        Mortgagor, its agents and servants wholly therefrom, (D) use, operate,
        manage and control the Premises and the Leased Premises and conduct the
        business thereof, (E) maintain and restore the Premises and the Leased
        Premises, (F) make all reasonably necessary or proper repairs, renewals
        and replacements and such useful Alterations thereto and thereon as the
        Mortgagee may deem advisable, (G) manage, lease and operate the Premises
        and the Leased Premises and carry on the business thereof and exercise
        all rights and powers of the Mortgagor

<PAGE>
                                      -27-

        with respect thereto either in the name of the Mortgagor or otherwise or
        (H) collect and receive all Rents;

                (iii)   with or without entry, personally or by its agents or
        attorneys, (A) sell the Mortgaged Property and all estate, right, title
        and interest, claim and demand therein at one or more sales in one or
        more parcels, in accordance with the provisions of Section 11.3 or (B)
        institute and prosecute proceedings for the complete or partial
        foreclosure of the Lien and security interests created and evidenced
        hereby; or

                (iv)    take such steps to protect and enforce its rights
        whether by action, suit or proceeding at law or in equity for the
        specific performance of any covenant, condition or agreement in the
        Second Priority Indenture, the Second Notes and the other Collateral
        Documents, or in aid of the execution of any power granted in this
        Mortgage, or for any foreclosure hereunder, or for the enforcement of
        any other appropriate legal or equitable remedy or otherwise as the
        Mortgagee shall elect.

                SECTION 11.3 Sale of Mortgaged Property if Event of Default
Occurs; Proceeds of Sale.

        (i)     If any Event of Default shall have occurred and be continuing,
the Mortgagee may institute an action to foreclose this Mortgage or take such
other action as may be permitted and available to the Mortgagee at law or in
equity for the enforcement of the Second Priority Indenture and the Second Notes
and realization on the Mortgaged Property and Proceeds thereon through power of
sale or to final judgment and execution thereof for the Secured Obligations, and
in furtherance thereof the Mortgagee may sell the Mortgaged Property at one or
more sales, as an entirety or in parcels, at such time and place, upon such
terms and after such notice thereof as may be required or permitted by law or
statute or in equity. The Mortgagee may execute and deliver to the purchaser at
such sale a conveyance of the Mortgaged Property in fee simple and an assignment
or conveyance of all the Mortgagor's Interest in the Leases and the Mortgaged
Property, each of which conveyances and assignments shall contain recitals as to
the Event of Default upon which the execution of the power of sale herein
granted depends, and (to the extent permitted by applicable Gaming Laws) the
Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful
attorney in fact of the Mortgagor to make any such recitals, sale, assignment
and conveyance, and all of the acts of the Mortgagee as such attorney in fact
are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall
be binding and conclusive upon the Mortgagor and that any assignment or
conveyance to be made by the Mortgagee shall divest the Mortgagor of all right,
title, interest, equity and right of redemption, including any statutory
redemption, in and to the Mortgaged Property so assigned or conveyed. The power
and agency hereby granted are coupled with an interest and are irrevocable by
dissolution, or otherwise, and are in addition to any and all other remedies
which the Mortgagee may have hereunder, at law or in equity. So long as the
Secured Obligations, or any part thereof, remain unpaid, the Mortgagor agrees
that possession of the Mortgaged Property by the Mortgagor, or any Person
claiming under the Mortgagor, shall be as Tenant, and, in case of a sale under
power or upon foreclosure as provided in this Mortgage, the Mortgagor and any
Person in possession under the Mortgagor, as to whose interest such sale was not
made subject, shall, at the option of the purchaser at such sale, then

<PAGE>
                                      -28-

become and be Tenants holding over, and shall forthwith deliver possession to
such purchaser, or be summarily dispossessed in accordance with the laws
applicable to Tenants holding over. In case of any sale under this Mortgage by
virtue of the exercise of the powers herein granted, or pursuant to any order in
any judicial proceeding or otherwise, the Mortgaged Property may be sold as an
entirety or in separate parcels in such manner or order as the Mortgagee in its
sole discretion may elect. One or more exercises of powers herein granted shall
not extinguish or exhaust such powers, until the entire Mortgaged Property is
sold or all amounts secured hereby are paid in full.

        (ii)    In the event of any sale made under or by virtue of this Article
XI, the entire principal of, and interest in respect of the Secured Obligations,
if not previously due and payable, shall, at the option of the Mortgagee,
immediately become due and payable, anything in this Mortgage to the contrary
notwithstanding.

        (iii)   The Proceeds of any sale made under or by virtue of this Article
XI, together with any other sums which then may be held by the Mortgagee under
this Mortgage, whether under the provisions of this Article XI or otherwise,
shall be applied in accordance with the provisions of the Priority Intercreditor
Agreement.

        (iv)    Subject to the provisions of any applicable Gaming Laws, the
Mortgagee may bid for and acquire the Mortgaged Property or any part thereof at
any sale made under or by virtue of this Article XI and, in lieu of paying cash
therefor, may make settlement for the purchase price by crediting against the
purchase price the unpaid amounts (whether or not then due and owing) in respect
of the Secured Obligations, after deducting from the sales price the expense of
the sale and the reasonable costs of the action or proceedings and any other
sums that the Mortgagee is authorized to deduct under this Mortgage.

        (v)     The Mortgagee may adjourn from time to time any sale by it to be
made under or by virtue hereof by announcement at the time and place appointed
for such sale or for such adjourned sale or sales, and, the Mortgagee, without
further notice or publication, may make such sale at the time and place to which
the same shall be so adjourned.

        (vi)    If the Premises and the Leased Premises are comprised of more
than one parcel of land, the Mortgagee may take any of the actions authorized by
this Section 11.3 in respect of any or a number of individual parcels.

                SECTION 11.4 Additional Remedies in Case of an Event of Default.

        (i)     The Mortgagee shall be entitled to recover judgment as aforesaid
either before, after or during the pendency of any proceedings for the
enforcement of the provisions hereof, and the right of the Mortgagee to recover
such judgment shall not be affected by any entry or sale hereunder, or by the
exercise of any other right, power or remedy for the enforcement of the
provisions hereof, or the foreclosure of, or absolute conveyance pursuant to,
this Mortgage. In case of proceedings against the Mortgagor in insolvency or
bankruptcy or any proceedings for its reorganization or involving the
liquidation of its assets, the Mortgagee shall be entitled to prove the whole
amount of principal and interest and other payments, Charges and costs due in
respect of the Secured Obligations to the full

<PAGE>
                                      -29-

amount thereof without deducting therefrom any Proceeds obtained from the sale
of the whole or any part of the Mortgaged Property; provided, however, that in
no case shall the Mortgagee receive a greater amount than the aggregate of such
principal, interest and such other payments, Charges and costs (with interest at
the Default Rate) from the Proceeds of the sale of the Mortgaged Property and
the distribution from the estate of the Mortgagor.

        (ii)    Any recovery of any judgment by the Mortgagee and any levy of
any execution under any judgment upon the Mortgaged Property shall not affect in
any manner or to any extent the Lien and security interests created and
evidenced hereby upon the Mortgaged Property or any part thereof, or any
conveyances, powers, rights and remedies of the Mortgagee hereunder, but such
conveyances, powers, rights and remedies shall continue unimpaired as before.

        (iii)   Any monies collected by the Mortgagee under this Section 11.4
shall be applied in accordance with the provisions of the Priority Intercreditor
Agreement.

                SECTION 11.5 Legal Proceedings After an Event of Default.

        (i)     After the occurrence of any Event of Default and immediately
upon the commencement of any action, suit or legal proceedings to obtain
judgment for the Secured Obligations or any part thereof, or of any proceedings
to foreclose the Lien and security interest created and evidenced hereby or
otherwise enforce the provisions hereof or of any other proceedings in aid of
the enforcement hereof, the Mortgagor shall enter its voluntary appearance in
such action, suit or proceeding.

        (ii)    Upon the occurrence and during the continuance of an Event of
Default, the Mortgagee shall be entitled forthwith as a matter of right,
concurrently or independently of any other right or remedy hereunder either
before or after declaring the Secured Obligations or any part thereof to be due
and payable, to the appointment of a receiver without giving notice to any party
and without regard to the adequacy or inadequacy of any security for the Secured
Obligations or the solvency or insolvency of any Person or entity then legally
or equitably liable for the Secured Obligations or any portion thereof. The
Mortgagor hereby consents to the appointment of such receiver. Notwithstanding
the appointment of any receiver, the Mortgagee shall be entitled as pledgee to
the possession and control of any Mortgaged Property at the time held by or
payable or deliverable under the terms of the Second Priority Indenture.

        (iii)   The Mortgagor shall not (A) at any time insist upon, or plead,
or in any manner whatsoever claim or take any benefit or advantage of any stay
or extension or moratorium law, any exemption from execution or sale of the
Mortgaged Property or any part thereof, wherever enacted, now or at any time
hereafter in force, which may affect the covenants and terms of performance
hereof, (B) claim, take or insist on any benefit or advantage of any law now or
hereafter in force providing for the valuation or appraisal of the Mortgaged
Property, or any part thereof, prior to any sale or sales of the Mortgaged
Property which may be made pursuant to this Mortgage, or pursuant to any decree,
judgment or order of any court of competent jurisdiction or (C) after any such
sale or sales, claim or exercise any right under any statute heretofore or
hereafter enacted to redeem the property so sold or any part thereof. To the
extent permitted by applicable law, the Mortgagor hereby expressly

<PAGE>
                                      -30-

(A) waives all rights to have the Mortgaged Property marshalled on any
foreclosure of this Mortgage, (B) waives any and all rights to trial by jury in
any action or proceeding related to the enforcement hereof, (C) waives any
objection which it may now or hereafter have to the laying of venue of any
action, suit or proceeding brought in connection with this Mortgage and further
waives and agrees not to plead that any such action, suit or proceeding brought
in any such court has been brought in an inconvenient forum and (D) covenants
not to hinder, delay or impede the execution of any power granted or delegated
to the Mortgagee by this Mortgage but to suffer and permit the execution of
every such power as though no such law or laws had been made or enacted. The
Mortgagee shall not be liable for any incorrect or improper payment made
pursuant to this Article XI in the absence of gross negligence or willful
misconduct.

                SECTION 11.6 Remedies Not Exclusive(a). (a) No remedy conferred
upon or reserved to the Mortgagee by this Mortgage is intended to be exclusive
of any other remedy or remedies, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Mortgage or now or hereafter existing at law or in equity. Any delay or omission
of the Mortgagee to exercise any right or power accruing on any Event of Default
shall not impair any such right or power and shall not be construed to be a
waiver of or acquiescence in any such Event of Default. Every power and remedy
given by this Mortgage may be exercised from time to time concurrently or
independently, when and as often as may be deemed expedient by the Mortgagee in
such order and manner as the Mortgagee, in its sole discretion, may elect. If
the Mortgagee accepts any monies required to be paid by the Mortgagor under this
Mortgage after the same become due, such acceptance shall not constitute a
waiver of the right either to require prompt payment, when due, of all other
sums secured by this Mortgage or to declare an Event of Default with regard to
subsequent defaults. If the Mortgagee accepts any monies required to be paid by
the Mortgagor under this Mortgage in an amount less than the sum then due, such
acceptance shall be deemed an acceptance on account only and on the condition
that it shall not constitute a waiver of the obligation of the Mortgagor to pay
the entire sum then due, and the Mortgagor's failure to pay the entire sum then
due shall be and continue to be a default hereunder notwithstanding acceptance
of such amount on account.

                (b)     The word "sale" as used in this Article XI with respect
to the Mortgaged Lease shall mean the sale, transfer, assignment or conveyance
for value of the leasehold interest of the Mortgagor in the Mortgaged Lease,
together with all of the Mortgagor's right, title and interest in and to the
other items comprising the Mortgaged Property.

                SECTION 11.7 Jurisdiction of the NJCCC. Notwithstanding any
other provision of this Article XI, given the fact that Mortgagor is a New
Jersey casino licensee, this Mortgage is considered a security by the New Jersey
Casino Control Act, N.J.S.A. 5:12-1 et seq. (the "Casino Act"), and Mortgagor is
not a publicly traded corporation, the prior approval of the NJCCC must be
obtained before this Mortgage can be transferred and the sale, assignment,
transfer, pledge or other disposition of this Mortgage is conditional and shall
be ineffective if disapproved by the NJCCC. Notwithstanding any provisions of
this Article XI, the exercise by the Mortgagee of the rights and remedies set
forth in this Mortgage shall be subject to the jurisdiction of the NJCCC. Also,
Mortgagor has the absolute right to repurchase at the market price or the
purchase price, whichever is the lesser, this

<PAGE>
                                      -31-

Mortgage in the event that the NJCCC disapproves a transfer of this Mortgage. If
at any time the NJCCC finds that an owner or holder of this Mortgage is not
qualified under the Casino Act, and if as a result Mortgagor is no longer
qualified to continue as a New Jersey casino licensee, the NJCCC is authorized
pursuant to the Casino Act to take any necessary action to protect the public
interest, including the suspension or revocation of the casino license of
Mortgagor. Commencing on the date the NJCCC serves notice upon Mortgagor of a
determination of disqualification of an owner or holder of this Mortgage, it
shall be unlawful for the owner or holder of this Mortgage: (1) to receive any
interest upon this Mortgage; (2) to exercise, directly or through any trustee or
nominee, any right conferred by this Mortgage; or (3) to receive any
remuneration in any form from Mortgagor for services rendered or otherwise.

                                   ARTICLE XII

                      SECURITY AGREEMENT AND FIXTURE FILING

                SECTION 12.1 Security Agreement. To the extent that the
Mortgaged Property includes personal property or items of personal property
which are or are to become fixtures under applicable law, this Mortgage shall
also be construed as a security agreement under the UCC; and, upon and during
the continuance of an Event of Default, the Mortgagee shall be entitled with
respect to such personal property to exercise all remedies hereunder, all
remedies available under the UCC with respect to fixtures and all other remedies
available under applicable law. Without limiting the foregoing, subject to the
provisions of any applicable Gaming Laws, such personal property may, at the
Mortgagee's option, (i) be sold hereunder together with any portion of the
Mortgaged Property or otherwise, (ii) be sold pursuant to the UCC, or (iii) be
dealt with by the Mortgagee in any other manner permitted under applicable law.
The Mortgagee may require the Mortgagor to assemble such personal property and
make it available to the Mortgagee at a place to be designated by the Mortgagee.
The Mortgagor acknowledges and agrees that a disposition of the personal
property in accordance with the Mortgagee's rights and remedies in respect to
the Mortgaged Property as heretofore provided is a commercially reasonable
disposition thereof; provided, however, that the Mortgagee shall give the
Mortgagor not less than ten (10) days' prior notice of the time and place of any
intended disposition.

                SECTION 12.2 Fixture Filing. To the extent that the Mortgaged
Property includes items of personal property which are or are to become fixtures
under applicable law, and to the extent permitted under applicable law, the
filing hereof in the real estate records of the county in which such Mortgaged
Property is located shall also operate from the time of filing as a fixture
filing with respect to such Mortgaged Property, and the following information is
applicable for the purpose of such fixture filing, to wit:

     NAME AND ADDRESS OF THE DEBTOR:      NAME AND ADDRESS OF THE SECURED PARTY:
     ----------------------------------   --------------------------------------
     Trump Marina Associates, L.P.        U.S. Bank National Association,
     Huron Avenue and Brigantine Blvd.    as Collateral Agent
     Atlantic City, New Jersey 08401      180 East Fifth Street

<PAGE>
                                      -32-

                                          St. Paul, Minnesota 55101

     Type of Organization: Limited        Jurisdiction of Formation: NJ
     Partnership

     Organizational ID#: 0600031466

     This Financing Statement covers the following types or items of property:

     This instrument covers the Mortgaged Property and goods or items of
     personal property which are or are to become Fixtures upon the real
     property described in Schedule A attached hereto. The name of the record
     owner of the Property on which such Fixtures are or are to be located is
     Trump Marina Associates, L.P. with respect to the Premises, and with
     respect to the Leased Premises, the State of New Jersey acting through its
     Department of Environmental Protection, Division of Parks and Forestry.

                                  ARTICLE XIII

                               FURTHER ASSURANCES

                SECTION 13.1 Recording Documentation to Assure Security. The
Mortgagor shall, forthwith after the execution and delivery hereof and
thereafter, from time to time, cause this Mortgage and any financing statement,
continuation statement or similar instrument relating to any thereof or to any
property intended to be subject to the Lien hereof to be filed, registered and
recorded in such manner and in such places as may be required by any present or
future law in order to publish notice of and fully to protect the validity and
priority thereof or the Lien hereof purported to be created upon the Mortgaged
Property and the interest and rights of the Mortgagee therein. The Mortgagor
shall (if it has not already done so), at its sole cost and expense, properly,
duly and validly record an appropriate memorandum of the Mortgaged Lease and any
material amendments or supplements thereto in each jurisdiction in which any of
the land underlying the Leased Premises may be situated. The Mortgagor shall pay
or cause to be paid all taxes and fees incident to such filing, registration and
recording, and all expenses incident to the preparation, execution and
acknowledgment thereof, and of any instrument of further assurance, and all
Federal or state stamp taxes or other taxes, duties and charges arising out of
or in connection with the execution and delivery of such instruments.

                SECTION 13.2 Further Acts. The Mortgagor shall, at the sole
cost and expense of the Mortgagor, do, execute, acknowledge and deliver all and
every such further acts, deeds, conveyances, mortgages, assignments, notices of
assignment, transfers, financing statements, continuation statements,
instruments and assurances as the Mortgagee shall from time to time reasonably
request, which may be necessary in the reasonable judgment of the Mortgagee from
time to time to assure,

<PAGE>
                                      -33-

perfect, convey, assign, mortgage, transfer and confirm unto the Mortgagee, the
property and rights hereby conveyed or assigned or which the Mortgagor may be or
may hereafter become bound to convey or assign to the Mortgagee or for carrying
out the intention or facilitating the performance of the terms hereof or the
filing, registering or recording hereof. Without limiting the generality of the
foregoing, in the event that the Mortgagee desires to exercise any remedies,
consensual rights or attorney-in-fact powers set forth in this Mortgage and
reasonably determines it necessary to obtain any approvals or consents of any
Governmental Authority or any other Person therefor, then, upon the reasonable
request of the Mortgagee, the Mortgagor agrees to use its commercially
reasonable efforts to assist and aid the Mortgagee to obtain as soon as
practicable any necessary approvals or consents for the exercise of any such
remedies, rights and powers. In the event the Mortgagor shall fail within ten
(10) days after written demand to execute any instrument or take any action
required to be executed or taken by the Mortgagor under this Section 13.2, the
Mortgagee may, to the extent permitted by applicable Gaming Laws, execute or
take the same as the attorney-in-fact for the Mortgagor, such power of attorney
being coupled with an interest and irrevocable.

                SECTION 13.3 Additional Security. Without notice to or consent
of the Mortgagor and without impairment of the Lien and rights created by this
Mortgage, the Mortgagee may accept (but the Mortgagor shall not be obligated to
furnish) from the Mortgagor or from any other Person, additional security for
the Secured Obligations. Neither the giving hereof nor the acceptance of any
such additional security shall prevent the Mortgagee from resorting, first, to
such additional security, and, second, to the security created by this Mortgage
without affecting the Mortgagee's Lien and rights under this Mortgage.

                                   ARTICLE XIV

                                  MISCELLANEOUS

                SECTION 14.1 Covenants To Run with the Land. All of the grants,
covenants, terms, provisions and conditions in this Mortgage shall run with the
Land and shall apply to, and bind the successors and assigns of, the Mortgagor.
If there shall be more than one mortgagor with respect to the Mortgaged
Property, the covenants and warranties hereof shall be joint and several.

                SECTION 14.2 No Merger. The rights and estate created by this
Mortgage shall not, under any circumstances, be held to have merged into any
other estate or interest now owned or hereafter acquired by the Mortgagee unless
the Mortgagee shall have consented to such merger in writing.

                SECTION 14.3 Concerning Mortgagee.

                (i)     The Mortgagee has been appointed as Collateral Agent
pursuant to the Priority Intercreditor Agreement. The actions of the Mortgagee
hereunder are subject to the provisions of the Priority Intercreditor Agreement.
The Mortgagee 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 action (including, without limitation, the release or substitution of the
Mortgaged Property) in accordance

<PAGE>
                                      -34-

with this Mortgage and the Priority Intercreditor Agreement. The Mortgagee may
employ agents and attorneys-in-fact in connection herewith and except as
expressly set forth herein to the contrary, shall not be liable for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith. The Mortgagee may resign and a successor Mortgagee may be
appointed in the manner provided in the Priority Intercreditor Agreement. Upon
the acceptance of any appointment as the Mortgagee by a successor Mortgagee,
that successor Mortgagee shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Mortgagee under this
Mortgage, and the retiring Mortgagee shall thereupon be discharged from its
duties and obligations under this Mortgage. After any retiring Mortgagee's
resignation, the provisions hereof shall inure to its benefit as to any actions
taken or omitted to be taken by it under this Mortgage while it was the
Mortgagee.

                (ii)    The Mortgagee shall be deemed to have exercised
reasonable care in the custody and preservation of the Mortgaged Property in its
possession if such Mortgaged Property is accorded treatment substantially
equivalent to that which the Mortgagee, in its individual capacity, accords its
own property consisting of similar instruments or interests, it being understood
that neither the Mortgagee nor any of the Secured Parties shall have
responsibility for taking any necessary steps to preserve rights against any
Person with respect to any Mortgaged Property.

                (iii)   The Mortgagee shall be entitled to rely upon any written
notice, statement, certificate, order or other document or any telephone message
reasonably believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person, and, with respect to all matters pertaining
to this Mortgage and its duties hereunder, upon advice of counsel selected by
it.

                (iv)    If any portion of the Mortgaged Property also
constitutes collateral granted to the Mortgagee under any other deed of trust,
mortgage, security agreement, pledge or instrument of any type, the Mortgagee,
in its sole discretion, shall select which provision or provisions shall control
in the event of any conflict between the provisions hereof and the provisions of
such other deed of trust, mortgage, security agreement, pledge or instrument of
any type in respect of such collateral.

                SECTION 14.4 Mortgagee May Perform; Mortgagee Appointed
Attorney-in-Fact. If the Mortgagor shall fail to perform any covenants
contained in this Mortgage and such failure shall continue for a period of
thirty (30) days after written notice thereof or, if such failure cannot be
cured within such thirty (30) day period after diligent efforts by the Mortgagor
to so cure, the cure period shall be extended for such period of time as is
necessary to so cure, provided that the Mortgagor shall continuously, diligently
and in good faith pursue a cure, (including, without limitation, the Mortgagor's
covenants to (i) pay the premiums in respect of all required Insurance Policies
hereunder, (ii) pay Charges, (iii) make repairs, (iv) discharge Liens that do
not constitute Permitted Mortgaged Property Liens or (v) pay or perform any
obligations of the Mortgagor under any Mortgaged Property) or if any warranty on
the part of the Mortgagor contained herein shall be breached, the Mortgagee may
(but shall not be obligated to), subject to the provisions of any applicable
Gaming Laws, and to the extent the same or similar rights are not exercised by
the First Priority Trustee pursuant to the terms of the First Priority
Indenture, do the same or cause it to be done or remedy any such breach, and may
expend funds for such purpose; provided, however, that the Mortgagee shall in no

<PAGE>
                                      -35-

event be bound to inquire into the validity of any tax, Lien, imposition or
other obligation which the Mortgagor fails to pay or perform as and when
required hereby and which the Mortgagor does not contest in accordance with the
provisions of Article IX hereof or the Second Priority Indenture. Any and all
amounts so expended by the Mortgagee shall be paid by the Mortgagor in
accordance with the provisions of Section 14.5 hereof. Neither the provisions of
this Section 14.4 nor any action taken by the Mortgagee pursuant to the
provisions of this Section 14.4 shall prevent any such failure to observe any
covenant contained in this Mortgage nor any breach of warranty from constituting
an Event of Default. Upon the occurrence and during the continuance of an Event
of Default, subject to the provisions of any applicable Gaming Laws, the
Mortgagor hereby appoints the Mortgagee its attorney-in-fact, with full
authority in the place and stead of the Mortgagor and in the name of the
Mortgagor to take any action and to execute any instrument consistent with the
terms hereof and the other Collateral Documents which the Mortgagee may deem
necessary or advisable to accomplish the purposes hereof. The foregoing grant of
authority is a power of attorney coupled with an interest and such appointment
shall be irrevocable for the term hereof. The Mortgagor hereby ratifies all that
such attorney shall lawfully do or cause to be done by virtue hereof.

                SECTION 14.5 Expenses. The Mortgagor will upon demand pay to
the Mortgagee the amount of any and all reasonable costs and expenses, including
the reasonable fees and expenses of its counsel and the reasonable fees and
expenses of any experts and agents which the Mortgagee may reasonably incur in
connection with (i) any action, suit or other proceeding affecting the Mortgaged
Property or any part thereof commenced, in which action, suit or proceeding the
Mortgagee is made a party or participates pursuant to the provisions of this
Mortgage or in which the right to use the Mortgaged Property or any part thereof
is threatened, or in which it becomes necessary in the reasonable judgment of
the Mortgagee to defend or uphold the Lien hereof (including, without
limitation, any action, suit or proceeding to establish or uphold the compliance
of the Mortgaged Property with any Requirements of Law), (ii) the collection of
the Secured Obligations, (iii) the enforcement and administration hereof, (iv)
the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Mortgaged Property, (v) the exercise or enforcement
of any of the rights of the Mortgagee or any Secured Party hereunder or (vi) the
failure by the Mortgagor to perform or observe any of the provisions hereof. All
amounts expended by the Mortgagee and payable by the Mortgagor under this
Section 14.5 shall be due three (3) days after demand thereof (together with
interest thereon accruing at the Default Rate during the period from and
including the date on which such funds were so expended to the date of
repayment) and shall be part of the Secured Obligations. The Mortgagor's
obligations under this Section 14.5 shall survive the termination hereof and the
discharge of the Mortgagor's other obligations under this Mortgage.

                SECTION 14.6 Indemnity.

                (i)     The Mortgagor agrees to indemnify, pay and hold harmless
the Mortgagee and the officers, directors, employees, agents and Affiliates of
the Mortgagee (collectively, the "Indemnitees") from and against any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs (including, without limitation, settlement costs), expenses
or disbursements of any kind or nature whatsoever (including, without
limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or

<PAGE>
                                      -36-

judicial proceeding, commenced or threatened, whether or not such Indemnitee
shall be designated a party thereto), which may be imposed on, incurred by or
asserted against that Indemnitee, in any manner relating to or arising out
hereof, the Second Priority Indenture, the Second Notes, any other Collateral
Document or any other document evidencing the Secured Obligations (including,
without limitation, any misrepresentation by the Mortgagor in this Mortgage, the
Second Priority Indenture, the Second Notes, any other Collateral Document or
any other document evidencing the Secured Obligations (the "Indemnified
Liabilities"); provided, however, that the Mortgagor shall have no obligation to
an Indemnitee hereunder with respect to Indemnified Liabilities if it has been
determined by a final decision (after all appeals and the expiration of time to
appeal) by a court of competent jurisdiction that such Indemnified Liabilities
arose from the gross negligence or willful misconduct of that Indemnitee. The
Mortgagor need not pay for any settlement made without its consent. To the
extent that the undertaking to indemnify, pay and hold harmless set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, the Mortgagor shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any
of them or are based upon the act or omissions subsequent to the Mortgagee's or
the Holders' (or either of their agents' or designees') taking of possession and
control of the Mortgaged Property.

                (ii)    Survival. The obligations of the Mortgagor contained in
this Section 14.6 shall survive the termination hereof and the discharge of the
Mortgagor's other obligations under this Mortgage, the Second Priority Indenture
and the other Collateral Documents.

                (iii)   Reimbursement. Any amount paid by any Indemnitee as to
which such Indemnitee has the right to reimbursement shall constitute Secured
Obligations secured by the Mortgaged Property.

                SECTION 14.7 Continuing Security Interest; Assignment. This
Mortgage shall create a continuing Lien on and security interest in the
Mortgaged Property and shall (i) be binding upon the Mortgagor, its respective
successors and assigns and (ii) subject to the provisions of applicable Gaming
Laws, inure, together with the rights and remedies of the Mortgagee hereunder,
to the benefit of the Mortgagee and the other Secured Parties and each of their
respective successors, transferees and assigns. No other Persons (including,
without limitation, any other creditor of Mortgagor) shall have any interest
herein or any right or benefit with respect hereto. Without limiting the
generality of the foregoing clause (ii), subject to the provisions of applicable
Gaming Laws, any Holder of the Second Notes may assign or otherwise transfer any
indebtedness held by it secured by this Mortgage to any other Person, and such
other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Holder, herein or otherwise, subject, however, to the
provisions of the Second Priority Indenture.

                SECTION 14.8 Termination; Release. The Mortgaged Property shall
be released from the Lien of this Mortgage in accordance with the provisions of
the Second Priority Indenture. Mortgagee, on the written request and at the
expense of the Mortgagor, will execute and deliver such proper instruments of
release and satisfaction or assignment as may reasonably be requested to
evidence such release or assignment, and any such instrument, when duly executed
by Mortgagee and

<PAGE>
                                      -37-

duly recorded by the Mortgagor in the places where this Mortgage is recorded,
shall conclusively evidence the release or assignment of this Mortgage.

                SECTION 14.9 Modification in Writing. No amendment,
modification, supplement, termination or waiver of or to any provision hereof,
nor consent to any departure by the Mortgagor therefrom, shall be effective
unless the same shall be done in accordance with the terms of the Second
Priority Indenture and unless in writing and signed by the Mortgagee and the
Mortgagor. Any amendment, modification or supplement of or to any provision
hereof, any waiver of any provision hereof and any consent to any departure by
the Mortgagor from the terms of any provision hereof shall be effective only in
the specific instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Mortgage or any other
Collateral Document, no notice to or demand on the Mortgagor in any case shall
entitle the Mortgagor to any other or further notice or demand in similar or
other circumstances.

                SECTION 14.10 Notices. Unless otherwise provided herein or in
the Second Priority Indenture, any notice or other communication herein required
or permitted to be given shall be given in the manner and become effective as
set forth in the Second Priority Indenture, if to the Mortgagor addressed to it
at the address of the Issuers under the Second Priority Indenture set forth in
the Second Priority Indenture, and if to the Mortgagee, addressed to it at its
address set forth in the Second Priority Indenture, or in each case at such
other address as shall be designated by such party in a written notice to the
other party complying as to delivery with the terms of this Section 14.10.

                SECTION 14.11 GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY
TRIAL. THIS MORTGAGE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE PREMISES AND/OR LEASED
PREMISES ARE LOCATED, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT
TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR ITEM OR TYPE OF
MORTGAGED PROPERTY ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN SUCH
STATE. THE MORTGAGOR AGREES THAT SERVICE OF PROCESS IN ANY PROCEEDING MAY BE
EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE MORTGAGOR AT ITS
ADDRESS SET FORTH IN THE SECOND PRIORITY INDENTURE OR AT SUCH OTHER ADDRESS OF
WHICH THE MORTGAGEE SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. IF ANY AGENT
APPOINTED BY THE MORTGAGOR REFUSES TO ACCEPT SERVICE, THE MORTGAGOR HEREBY
AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING
HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR SHALL LIMIT THE RIGHT OF THE MORTGAGEE TO BRING PROCEEDINGS AGAINST THE
MORTGAGOR IN THE COURTS OF ANY OTHER JURISDICTION. THE MORTGAGOR HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS MORTGAGE OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

<PAGE>
                                      -38-

                SECTION 14.12 Severability of Provisions. Any provision hereof
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

                SECTION 14.13 Limitation on Interest Payable. It is the
intention of the parties to conform strictly to the usury laws, whether state or
Federal, that are applicable to the transaction of which this Mortgage is a
part. All agreements between the Mortgagor and the Mortgagee whether now
existing or hereafter arising and whether oral or written, are hereby expressly
limited so that in no contingency or event whatsoever shall the amount paid or
agreed to be paid by the Mortgagor for the use, forbearance or detention of the
money to be loaned or advanced under the Second Priority Indenture or any
related document or for the payment or performance of any covenant or obligation
contained herein or in the Second Priority Indenture or any other related
document, exceed the maximum amount permissible under applicable Federal or
state usury laws. If under any circumstances whatsoever fulfillment of any such
provision, at the time performance of such provision shall be due, shall involve
exceeding the limit of validity prescribed by law, then the obligation to be
fulfilled shall be reduced to the limit of such validity. If under any
circumstances the Mortgagor shall have paid an amount deemed interest by
applicable law, which would exceed the highest lawful rate, such amount that
would be excessive interest under applicable usury laws shall be applied to the
reduction of the principal amount owing in respect of the Secured Obligations
and not to the payment of interest, or if such excessive interest exceeds the
unpaid balance of principal and any other amounts due hereunder, the excess
shall be refunded to the Mortgagor. All sums paid or agreed to be paid for the
use, forbearance or detention of the principal under any extension of credit by
the Mortgagee shall, to the extent permitted by applicable law, and to the
extent necessary to preclude exceeding the limit of validity prescribed by law,
be amortized, prorated, allocated and spread from the date hereof until payment
in full of the Secured Obligations so that the actual rate of interest on
account of such principal amounts is uniform throughout the term hereof.

                SECTION 14.14 Business Days. In the event any time period or
any date provided in this Mortgage ends or falls on a day other than a Business
Day, then such time period shall be deemed to end and such date shall be deemed
to fall on the next succeeding Business Day, and performance herein may be made
on such Business Day, with the same force and effect as if made on such other
day.

                SECTION 14.15 Relationship. The relationship of the Mortgagee
to the Mortgagor hereunder is strictly and solely that of mortgagor and
mortgagee and nothing contained in the Second Priority Indenture, the Second
Notes, this Mortgage or any other document or instrument now existing and
delivered in connection therewith or otherwise in connection with the Secured
Obligations is intended to create, or shall in any event or under any
circumstance be construed as creating a partnership, joint venture,
tenancy-in-common, joint tenancy or other relationship of any nature whatsoever
between the Mortgagee and the Mortgagor other than as mortgagor and mortgagee.

                SECTION 14.16 No Credit for Payment of Taxes or Impositions.
The Mortgagor shall not be entitled to any credit against the principal,
premium, if any, or interest payable under the

<PAGE>
                                      -39-

Second Priority Indenture or the Second Notes, and the Mortgagor shall not be
entitled to any credit against any other sums which may become payable under the
terms thereof or hereof, by reason of the payment of any Charge on the Mortgaged
Property or any part thereof.

                SECTION 14.17 No Claims Against the Mortgagee. Nothing
contained in this Mortgage shall constitute any consent or request by the
Mortgagee, express or implied, for the performance of any labor or services or
the furnishing of any materials or other property in respect of the Premises
and/or Leased Premises or any part thereof, nor as giving the Mortgagor any
right, power or authority to contract for or permit the performance of any labor
or services or the furnishing of any materials or other property in such fashion
as would permit the making of any claim against the Mortgagee in respect thereof
or any claim that any Lien based on the performance of such labor or services or
the furnishing of any such materials or other property is prior to the Lien
hereof.

                SECTION 14.18 Obligations Absolute. All obligations of the
Mortgagor hereunder shall be absolute and unconditional irrespective of:

                (i)     any bankruptcy, insolvency, reorganization, arrangement,
        readjustment, composition, liquidation or the like of the Issuers under
        the Second Priority Indenture, the Mortgagor or any other Guarantor;

                (ii)    any lack of validity or enforceability of the Second
        Priority Indenture, the Second Notes or any other agreement or
        instrument relating thereto;

                (iii)   any change in the time, manner or place of payment of,
        or in any other term of, all or any of the Secured Obligations, or any
        other amendment or waiver of or any consent to any departure from the
        Second Priority Indenture, the Second Notes or any other agreement or
        instrument relating thereto;

                (iv)    any exchange, release or non-perfection of any other
        collateral, or any release or amendment or waiver of or consent to any
        departure from any guarantee, for all or any of the Secured Obligations;

                (v)     any exercise or non-exercise, or any waiver of any
        right, remedy, power or privilege under or in respect hereof, the Second
        Priority Indenture, the Second Notes or any other agreement or
        instrument relating thereto except as specifically set forth in a waiver
        granted pursuant to the provisions of Section 14.9 hereof; or

                (vi)    any other circumstances which might otherwise constitute
        a defense available to, or a discharge of, the Mortgagor.

                SECTION 14.19 Mortgagee's Right To Sever Indebtedness.

                (i)     The Mortgagor acknowledges that (A) the Mortgaged
Property does not constitute the sole source of security for the payment and
performance of the Secured Obligations and that the Secured Obligations are also
secured by property of the Mortgagor and its Affiliates in other
jurisdictions

<PAGE>
                                      -40-

(all such property, collectively, the "Collateral"), (B) the number of such
jurisdictions and the nature of the transaction of which this instrument is a
part are such that it would have been impracticable for the parties to allocate
to each item of Collateral a specific amount and to execute in respect of such
item a separate indenture and (C) the Mortgagor intends that the Mortgagee have
the same rights with respect to the Mortgaged Property, in foreclosure or
otherwise, that the Mortgagee would have had if each item of Collateral had been
secured, mortgaged or pledged pursuant to a separate indenture, mortgage or
security instrument. In furtherance of such intent, the Mortgagor agrees that
the Mortgagee may at any time by notice (an "Allocation Notice") to the
Mortgagor allocate a portion (the "Allocated Indebtedness") of the Secured
Obligations to the Mortgaged Property and sever from the remaining Secured
Obligations the Allocated Indebtedness. From and after the giving of an
Allocation Notice with respect to the Mortgaged Property, the Secured
Obligations hereunder shall be limited to the extent set forth in the Allocation
Notice and (as so limited) shall, for all purposes, be construed as a separate
obligation of the Mortgagor unrelated to the other transactions contemplated by
the Second Priority Indenture, any other Collateral Document or any document
related to any thereof. To the extent that the proceeds on any foreclosure of
the Mortgaged Property shall exceed the Allocated Indebtedness, such proceeds
shall belong to the Mortgagor and shall not be available hereunder to satisfy
any Secured Obligations of the Mortgagor other than the Allocated Indebtedness.
In any action or proceeding to foreclose the Lien hereof or in connection with
any power of sale, foreclosure or other remedy exercised under this Mortgage
commenced after the giving by the Mortgagee of an Allocation Notice, the
Allocation Notice shall be conclusive proof of the limits of the Secured
Obligations hereby secured, and the Mortgagor may introduce, by way of defense
or counterclaim, evidence thereof in any such action or proceeding.
Notwithstanding any provision of this Section 14.19, the proceeds received by
the Mortgagee pursuant to this Mortgage shall be applied by the Mortgagee in
accordance with the provisions of the Priority Intercreditor Agreement.

                (ii)    The Mortgagor hereby waives to the greatest extent
permitted under law the right to a discharge of any of the Secured Obligations
under any statute or rule of law now or hereafter in effect which provides that
foreclosure of the Lien hereof or other remedy exercised under this Mortgage
constitutes the exclusive means for satisfaction of the Secured Obligations or
which makes unavailable a deficiency judgment or any subsequent remedy because
the Mortgagee elected to proceed with a power of sale foreclosure or such other
remedy or because of any failure by the Mortgagee to comply with laws that
prescribe conditions to the entitlement to a deficiency judgment. In the event
that, notwithstanding the foregoing waiver, any court shall for any reason hold
that the Mortgagee is not entitled to a deficiency judgment, the Mortgagor shall
not (A) introduce in any other jurisdiction such judgment as a defense to
enforcement against the Mortgagor of any remedy in the Second Priority Indenture
or any other Collateral Document or (B) seek to have such judgment recognized or
entered in any other jurisdiction, and any such judgment shall in all events be
limited in application only to the state or jurisdiction where rendered.

                (iii)   In the event any instrument in addition to the
Allocation Notice is necessary to effectuate the provisions of this Section
14.19, including, without limitation, any amendment to this Mortgage, any
substitute promissory note or affidavit or certificate of any kind, the
Mortgagee may subject to the provisions of applicable Gaming Laws, and following
the Mortgagor's failure to do so

<PAGE>
                                      -41-

within ten (10) days of a request therefor, execute, deliver or record such
instrument as the attorney-in-fact of the Mortgagor. Such power of attorney is
coupled with an interest and is irrevocable.

                (iv)    Notwithstanding anything set forth herein to the
contrary, the provisions of this Section 14.19 shall be effective only to the
maximum extent permitted by law.

                SECTION 14.20 Mortgaged Lease.

                (i)     The Mortgagor shall punctually and properly perform,
observe and otherwise comply with each and every covenant, agreement,
requirement and condition set forth in the Mortgaged Lease and do or cause to be
done all things necessary or appropriate to keep the Mortgaged Lease in full
force and effect and to preserve and keep unimpaired the rights of the Mortgagor
thereunder. Upon request of the Mortgagee, the Mortgagor shall, subject to the
terms of the Mortgaged Lease, request from the Lessor an estoppel certificate,
addressed to the Mortgagee, stating that there is no default under the Mortgaged
Lease, or any state of facts which, with the passage of time or notice or both,
would constitute a default thereunder, or if there be any default under the
Mortgaged Lease, giving the details thereof.

                (ii)    In the event the Mortgagor acquires the fee simple title
or any other estate or interest in the property subject to the Mortgaged Lease,
such acquisition will not merge with the leasehold estate created by the
Mortgaged Lease, but such other estate or interest will remain discrete and
immediately become subject to the Lien of this Mortgage, and the Mortgagor shall
execute, acknowledge and deliver any instruments requested by the Mortgagee to
confirm the coverage of the Lien evidenced hereby upon such other estate or
interest. The Mortgagor shall pay any and all conveyance or mortgage taxes and
filing or similar fees in connection with the execution, delivery, filing or
recording of any such instrument.

                (iii)   The Mortgagor shall promptly notify the Mortgagee in
writing of the occurrence of any default (or any event which, with the lapse of
time or notice or both, would constitute a default) on the part of or caused by
any party to the Mortgaged Lease. If for any reason the Mortgagor cannot timely
make any payment under the Mortgaged Lease or perform or comply with any of its
obligations under the Mortgaged Lease, the Mortgagor shall notify the Mortgagee
in sufficient time to enable the Mortgagee (but the Mortgagee shall not be
obligated) timely to make such payments and/or to perform or comply with such
other obligations. On receipt by the Mortgagee from the Mortgagor pursuant to
this subsection 14.20(iii), or from the Lessor under the Mortgaged Lease, of any
such notice of default by, or inability to make any payment by, the Mortgagor
thereunder, the Mortgagee may rely thereon and, after reasonable notice to the
Mortgagor, take such action as the Mortgagee deems reasonably necessary or
desirable to cure such default, even though the existence of such default or the
nature thereof is denied by the Mortgagor or by any other person.

                (iv)    The Mortgagor shall not surrender the leasehold estate
created by the Mortgaged Lease, or terminate or cancel the Mortgaged Lease. The
Mortgagor shall not, without the prior written consent of the Mortgagee (which
consent will not be unreasonably withheld, conditioned or delayed), amend,
modify, surrender, impair, forfeit, cancel, or terminate, or permit the
amendment,

<PAGE>
                                      -42-

modification, surrender, impairment, forfeiture, cancellation, or termination of
the Mortgaged Lease in whole or in part, whether or not a default shall have
occurred and shall be continuing thereunder. Any such termination, cancellation,
modification, change, supplement, alteration, amendment or extension without the
prior written consent contemplated by this subsection 14.20(iv) shall be void
and of no force or effect.

                (v)     No forbearance of any of the Mortgagor's obligations
under the Mortgaged Lease, pursuant to the terms thereof, by agreement,
operation of law or otherwise, shall release the Mortgagor from any of the
Mortgagor's obligations under this Mortgage, including, without limitation, the
Mortgagor's obligations with respect to the payment of rent as provided in the
Mortgaged Lease and the performance of all of the other terms, provisions,
covenants, conditions and agreements contained in the Mortgaged Lease to be
performed by the Mortgagor thereunder.

                (vi)    The leasehold estate of the Mortgagor created by the
Mortgaged Lease and the estate of the Lessor under the Mortgaged Lease shall
each at all times remain separate and apart and retain their separate
identities, and no merger of the estate of the Mortgagor with the estate of the
Lessor will result with respect to the Mortgagee or with respect to any
purchaser acquiring the Mortgaged Property at any sale on foreclosure of the
Lien of this Mortgage without the written consent of the Mortgagee.

                (vii)   Intentionally deleted.

                (viii)  The Mortgagor covenants and agrees that if it shall be
the subject of a proceeding under the Federal Bankruptcy Code, it shall not
elect to treat the Mortgaged Lease as terminated (pursuant to Section 365 of the
Federal Bankruptcy Code or any similar statute or law) without the prior written
consent of the Mortgagee. The Mortgagor hereby irrevocably assigns to the
Mortgagee the right to exercise such election.

                SECTION 14.21 Gaming Authorities. Nothing in this Mortgage shall
require the Mortgagee to take any action contrary to the Casino Act or any
Gaming Law or the rules, regulations or determinations promulgated by any Gaming
Authority.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
                                       S-1

                IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be
duly executed and delivered under seal the day and year first above written.

                                        TRUMP MARINA ASSOCIATES, L.P.
                                        (f/k/a Trump's Castle Associates, L.P.),
                                        as Mortgagor

                                        By: /s/ John P. Burke
                                           -------------------------------------
                                           Trump Marina, Inc., general partner

                                        By: John P. Burke
                                            Executive Vice President and
                                            Treasurer

<PAGE>

                                 ACKNOWLEDGMENT

State of New York                   )
                                    : ss.:
County of New York                  )


                Be it remembered, that on March 25, 2003, before me, the
subscriber, a Notary Public of the State of New York, personally appeared John
P. Burke, to me known, who, being by me duly sworn did depose and say that
he/she resides c/o Trump Marina Hotel & Casino, Brigantine Boulevard at Huron
Avenue, Atlantic City, New Jersey 00401 that he/she is the Executive Vice
President and Treasurer of Trump Marina, Inc., which is the general partner of
Trump Marina, Associates, L.P., the limited partnership described in and which
executed the above instrument, and he/she acknowledged that he/she signed and
delivered the same on behalf of such managing general partner as his/her
voluntary act and deed and as the voluntary act and deed of said corporation on
behalf of said limited partnership, pursuant to the authority of the board of
directors of said corporation.

                                            /s/ Paula S. Jaslow
                                            ------------------------------------
                                            Notary Public, State of New York
                                            No. 01JA5048244
                                            Qualified in New York County
                                            Commission Expires: December 1, 2005

<PAGE>

                                   Schedule A

ALL THE REAL Property located in the City of Atlantic city, County of Atlantic,
and State of New Jersey and more particularly described as follows:

PROPERTY ONE

TRACT I:

(CASINO-HOTEL PARCEL)

ALL that certain real property hereinafter particularly described situate, lying
and being in the City of Atlantic City, County of Atlantic and State of
New Jersey.

BEGINNING at the point of intersection of the northwesterly line of Huron Avenue
(100 feet wide) and the northeasterly line of the Atlantic-Brigantine Boulevard,
said Boulevard also known as State Highway Route 87, and extending; thence

1.  North 45 degrees 50 minutes 06 seconds West, in and along the Atlantic-
    Brigantine Boulevard, 56.63 feet; thence

2.  North 19 degrees 16 minutes 38 seconds East, still in and along said
    Boulevard, 81.94 feet to a point of curve; thence

3.  Curving to the right in the arc of a circle having a radius of 783.00 feet,
    the arc length of 72.815 feet to a point of reverse curve; thence

4.  Curving to the left in the arc of a circle having a radius of 837.00 feet,
    the arc length of 77.836 feet to another point of reverse curve; thence

5.  Curving to the right in the arc of a circle having a radius of 2946.00 feet,
    the arc length of 1017.42 feet to a point; thence

6.  North 44 degrees 34 minutes 15 seconds East, 135.02 feet to a point of
    curve; thence

7.  Curving to the right in the arc of a circle having a radius of 2936.00 feet,
    the arc length of 105.48 feet to a point; thence

8.  South 27 degrees 28 minutes 00 seconds East, at right angles to Huron
    Avenue, 842.02 feet to the northwesterly line of Huron Avenue; thence

9.  South 62 degrees 32 minutes 00 seconds West, in and along the northwesterly
    line of Huron Avenue, 1229.40 feet to the point and place of BEGINNING.

EXCEPTING THEREOUT AND THEREFROM the property which was conveyed to the State
of New Jersey by the Deeds recorded in Deed Book 3980 page 180 as shown on
survey dated May 12, 2002 and last revised to June 4, 2002, prepared by Arthur
W. Ponzio Co. & Associates Inc. under Job No. 25110-1.

Formerly known as Lot 9 in Block H-19 on the Atlantic City tax map.



<PAGE>

In compliance with Chapter 157, Laws of 1977 premises herein are known as Lot 1
in Block 571 on the Official Tax Map of Atlantic City, New Jersey.

TRACT II:

(PEDESTRIAN BRIDGE)

Air rights, rights of way and easements including the right to construct,
maintain and use a Pedestrian Bridge across Huron Avenue connecting Property
One, Tract I with Property One, Tract III contained in Ordinance No. 2 of 1988
and affecting the following described premises:

ALL that certain lot, tract or parcel of land and premises situate, lying and
being in the City of Atlantic City, County of Atlantic, and State of New Jersey,
bounded and described as follows:

BEGINNING at a point in the southerly line of Huron Avenue (100 feet wide), said
point being distant 956.00 feet eastwardly from the easterly line of Maryland
Avenue (65 feet wide), if same were extended northwardly, and extending from
said beginning point; thence

1.  North 27 degrees 28 minutes 00 seconds West, crossing Huron Avenue, a
    distance of 100.00 feet to the northerly line of Huron Avenue; thence

2.  North 62 degrees 32 minutes 00 seconds East, in and along the northerly line
    of Huron Avenue, a distance of 30.00 feet; thence

3.  South 27 degrees 28 minutes 00 seconds East, crossing Huron Avenue, a
    distance of 100.00 feet to the southerly line of Huron Avenue; thence

4.  South 62 degrees 32 minutes 00 seconds West, in and along the southerly line
    of Huron Avenue, a distance of 30.00 feet to the point and place of
    BEGINNING.

BEING an area above the horizontal plane of Huron Avenue between the elevation
of 25.00 M.S.L. datum and 50.00 M.S.L. datum.

TRACT III:

(THE FARLEY STATE MARINA SITE)

BEGINNING at the southeasterly corner of Maryland Avenue (65.00 feet wide) and
Huron Avenue (100 feet wide) and extending from said beginning point; thence

1.  South 27 degrees 28 minutes 00 seconds East in and along the easterly line
    of Maryland Avenue, a distance of 804.15 feet; thence

2.  North 62 degrees 32 minutes 00 seconds East, parallel with Huron Avenue,
    a distance of 200.00 feet; thence

3.  South 27 degrees 28 minutes 00 seconds East, parallel with Maryland Avenue,
    a distance of 1060.85 feet to a point distant 1745.00 feet northwardly at
    right angles from the northerly line of Mediterranean Avenue (60.00 feet
    wide), said point being in the fifth course as recited in the Riparian Grant
    from the State of New Jersey to the City of

<PAGE>

2.  North 27 degrees, 28 minutes 00 seconds West, parallel with Rhode Island
    Avenue, a distance of 179.00 feet; thence

3.  North 62 degrees 32 minutes 00 seconds East, parallel with Huron Avenue, a
    distance of 97.97 feet to the Westerly line of Rhode Island Avenue; thence

4.  South 27 degrees 28 minutes 00 seconds East, in and along the westerly line
    of Rhode Island Avenue, a distance of 179.00 feet to the point and place of
    BEGINNING.

ALSO EXCEPTING THEREON AND THEREFROM such land and improvements being referred
to as the 7 berths on K dock, for use of the Marina Law Enforcement Bureau as
further described in the Lease referred to in Schedule "B", Item #2 and further
shown on survey by Arthur W. Ponzio Co. & Assoc., Inc., dated May 12, 2002 and
last revised to June 4, 2002 and bearing Job No. 25110-2.

Formerly known as part of Lot 11 in Block B-4 on the Atlantic City tax map.

In compliance with Chapter 157, Laws of 1977 premises herein are known as part
of Lot 3 in block 567 as shown on the Official Tax Map of Atlantic City, New
Jersey.

PROPERTY TWO

(PARKING FACILITIES PARCEL)

BEGINNING AT A POINT IN Beach Thorofare at the easterly corner of the parcel of
lands containing an area of 6.199 acres more or less which was conveyed by the
West Jersey and Seashore Railroad Company to the Press Union Publishing Company
by deed dated January 9, 1940 recorded January 17, 1940 in deed book 1099 page
420, said beginning point being South 24 degrees 54 minutes 00 seconds West, a
distance of 100.16 feet from a monument set in the southwesterly line of Absecon
Boulevard (also known a U.S. Route 30) (190 feet wide), and extending from said
beginning point; thence

1.  In Beach Thorofare, South 24 degrees 54 minutes 00 seconds West, a distance
    of 259.81 feet to a point; thence

2.  Continuing in and along same, South 44 degrees 54 minutes 00 seconds West,
    a distance of 445.50 feet to a point; thence

3.  Continuing in and along same, South 72 degrees 24 minutes 00 seconds West a
    distance of 224.40 feet to a point; thence

4.  Continuing in and along same, North 68 degrees 21 minutes 00 seconds West, a
    distance of 478.50 feet to a point; thence

5.  Continuing in and along same, North 76 degrees 06 minutes 00 seconds West, a
    distance of 363.00 feet to a point; thence

6.  Continuing in and along same, South 82 degrees 39 minutes 00 seconds West, a
    distance of 429.00 feet to a point; thence

<PAGE>

7.  Continuing in and along same, North 17 degrees 59 minutes 20 seconds East,
    a distance of 320.65 feet to a point located in the approximate high water
    line of Beach Thorofare, said point also being a corner of lands now or
    formerly in Daniel Adams, et al, as recorded in deed book CC page 272;
    thence

8.  North 39 degrees 01 minutes 00 seconds West, leaving Beach Thorofare, in and
    along the line of lands now or formerly of Daniel Adams, et al, a distance
    of 1089.00 to a point in the southeasterly line of lands now or formerly of
    Lot 23 in Block 793 as shown on the current Official Tax Map for the City
    of Atlantic City, said point also being a corner to lands now or formerly of
    Daniel Adams, et al; thence

9.  North 57 degrees 59 minutes 00 seconds East, in and along the said lands, a
    distance of 1113.19 feet to a point in the aforesaid southwesterly line of
    Absecon Boulevard; thence

10. South 22 degrees 46 minutes 10 seconds East, in and along same, a distance
    of 185.42 feet to a point of curve; thence

11. Southeastwardly, in and along same and in the arc of a circle curving to the
    left having a radius of 1527.69 feet the arc length of 213.90 feet to a
    point in the northwesterly line of Lot 26 in said Block 799; thence

12. South 09 degrees 08 minutes 24 seconds East, in the southwesterly line of
    Absecon Boulevard, a distance of 87.75 feet to a point of curve; thence

13. Curving to the left along the line of Absecon Boulevard, in the arc of a
    circle having a radius of 332.00 feet, the arc length of 201.61 feet to a
    point of tangent; thence

14. South 43 degrees 56 minutes 03 seconds East, continuing in and along the
    southwesterly line of Absecon Boulevard, a distance of 128.55 feet to a
    point; thence

15. South 82 degrees 36 minutes 59 seconds East, continuing in and along the
    said southwesterly line of Absecon Boulevard, a distance of 10.00 feet to a
    point; thence

16. Curving to the right along the line of Absecon boulevard, in the arc of a
    circle having a radius of 70.00 feet, the arc length of 47.26 feet to a
    point of tangent; thence

17. North 46 degrees 03 minutes 57 seconds East, along the line of Absecon
    Boulevard, a distance of 20.81 feet to a point which is radially distant
    95.00 feet from the centerline of Absecon Boulevard (190 feet wide) at
    station 335+98.63 feet; thence

18. Curving to the left in the southwesterly line of Absecon Boulevard in the
    arc of a circle having a radius of 1527.69 feet the arc length of 70.33
    feet to the northwesterly line of Lot 26 in said Block 799; thence

19. South 41 degrees 59 minutes 00 seconds West, in and along same, a distance
    of 125.00 feet to the extreme westerly corner of said Lot 26; thence

20. Southeastwardly, in and along the southwesterly line of same, concentric
    with Absecon Boulevard, in the arc of a circle curving to the left, having
    a radius of 1652.69 feet, the arc length of 324.55 feet to the extreme
    corner of said Lot 26; thence

<PAGE>

21.  North 30 degrees 43 minutes 55 seconds East, in and along the southeasterly
     line of same a distance of 125.00 feet to a point in the aforesaid
     southewesterly line of Absecon Boulevard; thence

22.  Southeastwardly, in and along same and in the arc of a circle curving
     to the left, having a radius of 1527.69 feet, the arc length of 245.58 feet
     to a point of tangency; thence

23.  South 68 degrees 22 minutes 10 seconds East, in and along same, a distance
     of 50.00 feet to a point in the westerly line of the previously mentioned
     6.199+ acre parcel, also being the northwesterly line of Lot 27 in said
     Block 799; thence

24.  South 21 degrees 38 minutes 00 seconds West, in and along same, a distance
     of 100.00 feet to a corner in said Lot 27; thence

25.  Continuing in and along same, North 68 degrees 22 minutes 10 seconds West,
     a distance of 94.75 feet to a corner, thence

26.  Continuing in and along same, South 27 degrees 48 minutes 00 seconds West,
     a distance of 89.04 feet to a corner, thence

27.  Continuing in and along same, South 54 degrees 39 minutes 00 seconds West,
     a distance of 65.88 feet to a corner; thence

28.  Continuing in and along same, South 71 degrees 53 minutes 00 seconds West,
     a distance of 201.55 feet to a corner; thence

29.  Continuing in and along same, South 51 degrees 29 minutes 00 seconds East,
     a distance of 172.09 feet to a corner; thence

30.  Continuing in and along same, South 25 degrees 20 minutes 00 seconds East,
     a distance of 216.73 feet to a corner; thence

31.  Continuing in and along same and crossing the aforesaid high water line of
     Beach Thorofare, South 84 degrees 22 minutes 00 seconds East, a distance
     of 256.83 feet to a corner; thence

32.  Continuing in and along same, North 79 degrees 58 minutes 00 seconds East,
     a distance of 279.10 feet to a corner; thence

33.  Continuing in and along same, North 41 degrees 22 minutes 00 seconds East,
     a distance of 266.39 feet to the point and place of BEGINNING.

Formerly known as Lot 231 in Block 201 on the Atlantic City tax map.

IN compliance with Chapter 157, Laws of 1977 premises herein are known as Lot 25
in Block 799 as shown on the official tax map of Atlantic City, New Jersey.


<PAGE>

                                   Schedule B

                                 Mortgaged Lease

1.   Leasehold interest in Property One, Tract III described on Schedule A
     annexed to this Mortgage, pursuant to a Lease Agreement between the State
     of New Jersey acting through its Department of Environmental Protection and
     Energy, Division of Parks and Forestry, as Landlord, and Trump's Castle
     Associates Limited Partnership (n/k/a Trump Marina Associates, L.P.), as
     Tenant, dated August 1, 1990, as referenced in a Short Form Memorandum of
     Lease by and between the State of New Jersey acting through its Department
     of Environmental Protection and Energy, Division of Parks and Forestry, as
     Landlord, and Trump's Castle Associates Limited Partnership (n/k/a Trump
     Marina Associates, L.P.) successor to Trump's Castle Associates, a New
     Jersey General Partnership, as Tenant, dated as of May 20, 1992, recorded
     in deed book 5365 and page 211.

<PAGE>

                                   Schedule C

Each of the liens and other encumbrances excepted as being prior to the Lien
hereof as set forth in Schedule B to the marked title insurance commitment or
the pro forma title commitment, as the case may be, jointly issued by Chicago
Title Insurance Company and Commonwealth Land Title Insurance Company, dated as
of the date hereof and delivered to Collateral Agent on the date hereof, bearing
Commonwealth Land Title Insurance Company policy number L021393 relating to the
real property described in Schedule A attached hereto.

<PAGE>

                                   Schedule D

                                     Leases

        1.      Lease dated as of February 1998 by and between TRUMP'S CASTLE
ASSOCIATES, a New Jersey limited partnership, d/b/a Trump Marina Hotel Casino,
as Landlord, and L.A.Y. ENTERPRISES, INC., t/a THE BOARDWALK PEANUT SHOPPE, as
Tenant.

        2.      Lease dated as of February 27, 1998 by and between TRUMP'S
CASTLE ASSOCIATES, a New Jersey limited partnership, d/b/a Trump Marina Hotel
Casino, as Landlord, and L.A.Y. ENTERPRISE, INC., d/b/a THE BOARDWALK PEANUT
SHOPPE, as Tenant.

        3.      Lease Agreement dated December 1994 by and between TRUMP'S
CASTLE ASSOCIATES, a New Jersey general partnership, as Lessor, and ESSENELL
CORPORATION t/a BARRON GENTLEMEN, as Lessee, as extended by letter agreement
dated July 19, 1999.

        4.      Lease dated as of May 20, 1997 by and between TRUMP'S CASTLE
ASSOCIATES, a New Jersey Limited Partnership, as Lessor, and UPSTAIRS AT
EDYTHE'S, d/b/a BERNIE ROBBINS FINE JEWELRY, as Lessee, which Lessee's interest
was assigned to BRJ CORPORATION by Assignment of Lease and Consent to Assignment
dated February 9, 1998, as amended by letter agreement dated May 5, 2000.

        5.      Amusement Game Agreement dated as of June 1, 1997 by and between
TRUMP'S CASTLE ASSOCIATES, t/a Trump's Castle Casino Resort, and BERG
ENTERPRISES, INC., as amended by memorandum dated December 14, 2001 and letter
dated December 20, 2001.

        6.      Lease dated May 4, 2000 by and between TRUMP'S CASTLE
ASSOCIATES, LP, a New Jersey limited partnership, d/b/a Trump Marina Hotel
Casino, as Landlord, and MARINA WINGS, L.L.C. d/b/a HOOTERS RESTAURANT, as
Tenant.

        7.      Lease dated August 1998 by and between TRUMP'S CASTLE
ASSOCIATES, LP, a New Jersey limited partnership, d/b/a Trump Marina Hotel
Casino, as Landlord, and TALK OF THE WALK, INC., as Tenant.

        8.      Lease dated January 1999 by and between TRUMP'S CASTLE
ASSOCIATES, LP, a New Jersey limited partnership, d/b/a Trump Marina Hotel
Casino, as Landlord, and GLOBAL WAVE, INC., as Tenant.

<PAGE>
                                       -7-

        9.      Lease dated July 5, 2000 by and between TRUMP'S CASTLE
ASSOCIATES, LP, a New Jersey limited partnership, d/b/a Trump Marina Hotel
Casino, as Landlord, and RYAN'S RADICAL PRETZEL, INC. d/b/a AUNTIE ANNE'S
PRETZEL, as Tenant.

        10.     Agreement of Lease executed on June 21, 2002 by and between
TRUMP'S CASTLE ASSOCIATES d/b/a TRUMP MARINA HOTEL CASINO, as Landlord, and S&R
ASSOCIATES LLC d/b/a Horn & Hardart Coffee Co., as Tenant.

        11.     Agreement of Lease executed on August 6, 2002 by and between
TRUMP'S CASTLE ASSOCIATES d/b/a TRUMP MARINA HOTEL CASINO, as Landlord, and CCM,
INC. t/a COSIMO'S CAFE.

        12.     Lease dated August 30, 2001 by and between TRUMP'S CASTLE
ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited partnership, as Landlord,
and SPECTRASITE COMMUNICATIONS, INC., as Tenant.

        13.     Thermal Energy Service Agreement dated September 27, 1996 by and
between ATLANTIC JERSEY THERMAL SYSTEMS, INC., as Seller, and TRUMP'S CASTLE
ASSOCIATES, a New Jersey general partnership, as Buyer; Seller's interest was
assigned to THERMAL ENERGY LIMITED PARTNERSHIP I by Omnibus Assignment and
Assumption Agreement dated as of December 1, 1996.

        14.     License Agreement dated July 14, 2000 by and between TRUMP'S
CASTLE ASSOCIATES, L.P., a New Jersey limited partnership, d/b/a Trump Marina
Hotel Casino, as Licensor, and NLH-SHORT HILLS, LTD., INC. as Licensee, as
amended by Stipulation of Settlement filed on December 18, 2001 in the Superior
Court of New Jersey, Docket No. ATL-C-000060-0IE.

        15.     Exclusive Marketing and Management Agreement dated April 1, 2000
by and between TRUMP'S CASTLE ASSOCIATES, a New Jersey limited partnership,
d/b/a Trump's Marina Hotel & Casino, as Owner, and TOWER ECONOMICS COMPANY,
INC., as Management Company.

        16.     License for Telecommunications Facility Use, dated as of May 18,
1999 between TRUMP'S CASTLE ASSOCIATES, d/b/a Trump Marina Hotel & Casino, as
Licensor, and METROCALL, INC., as Licensee.

        17.     License for Telecommunications Facility Use, dated as of October
13, 1994 between TRUMP'S CASTLE ASSOCIATES, d/b/a Trump Marina Hotel & Casino,
as Licensor, and ARCH WIRELESS HOLDINGS, INC., successor in interest to PAGING
NETWORK OF PHILADELPHIA, INC., as Licensee.

<PAGE>
                                       -8-

        18.     License for Telecommunications Facility Use, dated as of
September 11, 1995 between TRUMP'S CASTLE ASSOCIATES, d/b/a Trump Marina Hotel &
Casino, as Licensor, and ARCH WIRELESS HOLDINGS, INC., successor in interest to
PAGING NETWORK OF PHILADELPHIA, INC., as Licensee.

        19.     License for Telecommunications Facility Use, dated as of April
11, 1997 between TRUMP'S CASTLE ASSOCIATES, d/b/a Trump Marina Hotel & Casino,
as Licensor, and ARCH WIRELESS HOLDINGS, INC., successor in interest to PAGING
NETWORK OF PHILADELPHIA, INC., as Licensee.

        20.     License for Telecommunications Facility Use, dated as of

February 3, 1992 between TRUMP'S CASTLE ASSOCIATES, d/b/a Trump Marina Hotel &
Casino, as Licensor, and ARCH WIRELESS HOLDINGS, INC., successor in interest to
PAGING NETWORK OF PHILADELPHIA, INC., as Licensee.

        21.     License for Telecommunications Facility Use, dated September 19,
1997 between TRUMP'S CASTLE ASSOCIATES, d/b/a Trump's Marina Hotel & Casino, as
Licensor, and REDI-CALL COMMUNICATIONS COMPANY, as Licensee, as amended by
Amendment to License for Telecommunications Facility Use dated June 9, 2000.

        22.     License for Telecommunications Facility Use, dated as of July 1,
1998 between TRUMP'S CASTLE ASSOCIATES, d/b/a Trump Marina Hotel & Casino, as
Licensor, and MERCER COUNTY COMMUNITY COLLEGE, as Licensee.

        23.     Letter Contract dated April 17, 2002 by and between TRUMP MARINA
& CASINO and ATLANTIC PLACEMENT CORPORATION, regarding automated teller
machines.

        24.     Service Agreement dated January 20, 2000 by and between TRUMP
CASINO SERVICES, LLC, as Entertainment Facility, and INNO VENTRY CORP., as
Service Provider, regarding cash vending machines, which Service Provider's
interest was assigned to GLOBAL CASH ACCESS by letter agreement dated August 5,
2000, as amended by letter agreement dated May 25, 2001.

        25.     ATM Placement Agreement dated as of March 24, 1997 by and
between TRUMP'S CASTLE CASINO RESORT, as client, and CORESTATES BANK, N.A., as
Bank, regarding cash vending machines, as amended by ATM Letter Agreement dated
May 3, 2002 by and between TRUMP MARINA HOTEL CASINO, as Client, and FIRST UNION
NATIONAL BANK (n/k/a Wachovia), as successor by merger to CORESTATES BANK, N.A.,
as Bank.

<PAGE>

                                    Exhibit 1

                     FORM OF SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

                THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
(the "Agreement") is made and entered into as of the ____ day of _______, 200__
by and between _________________________________, as collateral agent, having an
office at ______________________________ (in such capacity, "Collateral Agent"),
and _____________________, having an office at __________________________
("Tenant").

                                R E C I T A L S :

                A. Tenant is the tenant under a certain lease dated
_____________, ____ between ________________________________, as landlord
("Landlord"), and Tenant, as tenant (as amended through the date hereof, the
"Lease"), pursuant to which Tenant leased a portion (the "Leased Premises") of
the property known as _____________________________, located at
_____________________________, as more particularly described in Schedule A
attached hereto (the "Property").

                B. Landlord has or will grant a mortgage lien on and security
interest in the Property to Collateral Agent (for its benefit and for the
benefit of the holders of certain senior secured notes and notes issued in
exchange therefor pursuant to that certain indenture dated as of March 25, 2003)
pursuant to one or more mortgages, deeds of trust, deeds to secure debt or
similar security instruments (collectively, the "Security Instruments").

                C. Tenant has agreed to subordinate the Lease to the Security
Instruments and to the lien thereof and Collateral Agent has agreed not to
disturb Tenant's possessory rights in the Leased Premises under the Lease on the
terms and conditions hereinafter set forth.

                               A G R E E M E N T :

                NOW, THEREFORE, the parties hereto mutually agree as follows:

                1.      Subordination. Notwithstanding anything to the contrary
set forth in the Lease, the Lease and the leasehold estate created thereby and
all of Tenant's rights thereunder are and shall at all times be subject and
subordinate in all respects to the Security Instruments and the lien thereof,
and to all rights of Collateral Agent thereunder, and to any and all advances to
be made thereunder, and to all renewals, modifications, consolidations,
replacements and extensions thereof.

                2.      Nondisturbance. So long as Tenant complies with the
provisions of this Agreement, pays all rents and other charges as specified in
the Lease and is not otherwise in default (beyond applicable notice and cure
periods) of any of its obligations and covenants pursuant to the Lease,
Collateral Agent agrees for itself and its successors in interest and for any
other person acquiring

<PAGE>

                                       -2-

title to the Property through a foreclosure (an "Acquiring Party"), that
Tenant's possession of the Leased Premises as described in the Lease will not be
disturbed during the term of the Lease by reason of a foreclosure. For purposes
of this Agreement, a "foreclosure" shall include (but not be limited to) a
sheriff's or trustee's sale under the power of sale contained in the Security
Instruments, the termination of any superior lease of the Property and any other
transfer of the Landlord's interest in the Property under peril of foreclosure,
including, without limitation to the generality of the foregoing, an assignment
or sale in lieu of foreclosure.

                3.      Attornment. Tenant agrees to attorn to, accept and
recognize any Acquiring Party as the landlord under the Lease pursuant to the
provisions expressly set forth therein for the then remaining balance of the
term of the Lease, and any extensions thereof as made pursuant to the Lease. The
foregoing provision shall be self-operative and shall not require the execution
of any further instrument or agreement by Tenant as a condition to its
effectiveness.

                4.      No Liability. Notwithstanding anything to the contrary
contained herein or in the Lease, it is specifically understood and agreed that
neither the Collateral Agent, any receiver nor any Acquiring Party shall be:

                (a) liable for any act, omission, negligence or default of any
        prior landlord (including Landlord); or

                (b) liable for any failure of any prior landlord (including
        Landlord) to construct any improvements or bound by any covenant to
        construct any improvement either at the commencement of the term of the
        Lease or upon any renewal or extension thereof or upon the addition of
        additional space pursuant to any expansion right contained in the Lease;
        or

                (c) subject to any offsets, credits, claims or defenses which
        Tenant might have against any prior landlord (including Landlord); or

                (d) bound by any rent or additional rent which is payable on a
        monthly basis and which Tenant might have paid for more than one (1)
        month in advance to any prior landlord (including Landlord) or by any
        security deposit or other prepaid charge which Tenant might have paid in
        advance to any prior landlord (including Landlord); or

                (e) liable to Tenant hereunder or under the terms of the Lease
        beyond its interest in the Property; or

                (f) bound by any assignment, subletting, renewal, extension or
        any other agreement or modification of the Lease made without the
        written consent of Collateral Agent; or

                (g) bound by any consensual or negotiated surrender,
        cancellation or termination of the Lease, in whole or in part, agreed
        upon between Landlord and Tenant unless effected unilaterally by Tenant
        pursuant to the express terms of the Lease.

                Notwithstanding the foregoing, Tenant reserves its right to any
and all claims or causes of action (i) against such prior landlord for prior
losses or damages and (ii) against the successor

<PAGE>

                                       -3-

landlord for all losses or damages arising from and after the date that such
successor landlord takes title to the Property.

                5.      Certain Acknowledgments and Agreements by Tenant. (a)
Tenant has notice that the Lease and the rents and all other sums due thereunder
have been assigned to Collateral Agent as security for the notes secured by the
Security Instruments. In the event Collateral Agent notifies Tenant of the
occurrence of a default under the Security Instruments and demands that Tenant
pay its rents and all other sums due or to become due under the Lease directly
to Collateral Agent, Tenant shall honor such demand and pay its rent and all
other sums due under the Lease directly to Collateral Agent or as otherwise
authorized in writing by Collateral Agent. Landlord irrevocably authorizes
Tenant to make the foregoing payments to Collateral Agent upon such notice and
demand.

                (b) Tenant shall send a copy of any and all notices or
        statements under the Lease to Collateral Agent at the same time such
        notices or statements are sent to Landlord.

                (c) This Agreement satisfies any and all conditions or
        requirements in the Lease relating to the granting of a non-disturbance
        agreement.

                6.      Collateral Agent to Receive Default Notices. Tenant
shall notify Collateral Agent of any default by Landlord under the Lease which
would entitle Tenant to cancel the Lease, and agrees that, notwithstanding any
provisions of the Lease to the contrary, no notice of cancellation thereof shall
be effective unless Collateral Agent shall have received notice of default
giving rise to such cancellation and shall have failed within thirty (30) days
after receipt of such notice to cure such default or, if such default cannot be
cured within thirty (30) days, shall have failed within thirty (30) days after
receipt of such notice to commence and thereafter diligently pursue any action
necessary to cure such default.

                7.      Estoppel. Tenant hereby certifies and represents to
Collateral Agent that as of the date of this Agreement:

                (a) the Lease is in full force and effect;

                (b) all requirements for the commencement and validity of the
        Lease have been satisfied and there are no unfulfilled conditions to
        Tenant's obligations under the Lease;

                (c) Tenant is not in default under the Lease and has not
        received any uncured notice of any default by Tenant under the Lease; to
        the best of Tenant's knowledge, Landlord is not in default under the
        Lease; no act, event or condition has occurred which with notice or the
        lapse of time, or both, would constitute a default by Tenant or Landlord
        under the Lease; no claim by Tenant of any nature exists against
        Landlord under the Lease; and all obligations of Landlord have been
        fully performed;

                (d) there are no defenses, counterclaims or setoffs against
        rents or charges due or which may become due under the Lease;

<PAGE>

                                       -4-

                (e) none of the rent which Tenant is required to pay under the
        Lease has been prepaid, or will in the future be prepaid, more than one
        (1) month in advance;

                (f) Tenant has no right or option contained in the Lease or in
        any other document to purchase all or any portion of the Leased
        Premises;

                (g) except for ____________, the Lease has not been modified or
        amended and constitutes the entire agreement between Landlord and Tenant
        relating to the Leased Premises;

                (h) except for _____________,Tenant has not assigned, mortgaged,
        sublet, encumbered, conveyed or otherwise transferred any or all of its
        interest under the Lease; and

                (i) Tenant has full authority to enter into this Agreement,
        which has been duly authorized by all necessary action.

                8.      Notices. All notices or other written communications
hereunder shall be deemed to have been properly given (i) upon delivery, if
delivered in person with receipt acknowledged by the recipient thereof, (ii) one
(1) Business Day (hereinafter defined) after having been deposited for overnight
delivery with any reputable overnight courier service, or (iii) three (3)
Business Days after having been deposited in any post office or mail depository
regularly maintained by the United States Postal Service and sent by registered
or certified mail, postage prepaid, return receipt requested, addressed to the
receiving party at its address set forth above or addressed as such party may
from time to time designate by written notice to the other parties. For purposes
of this Section 8, the term "Business Day" shall mean any day other than
Saturday, Sunday or any other day on which banks are required or authorized to
close in New York, New York. Either party by notice to the other may designate
additional or different addresses for subsequent notices or communications.

                9.      Successors. The obligations and rights of the parties
pursuant to this Agreement shall bind and inure to the benefit of the
successors, assigns, heirs and legal representatives of the respective parties;
provided, however, that in the event of the assignment or transfer of the
interest of Collateral Agent, all obligations and liabilities of Collateral
Agent under this Agreement shall terminate, and thereupon all such obligations
and liabilities shall be the responsibility of the party to whom Collateral
Agent's interest is assigned or transferred; and provided, further, that the
interest of Tenant under this Agreement may not be assigned or transferred
without the prior written consent of Collateral Agent which consent shall not be
unreasonably withheld, conditioned or delayed. In addition, Tenant acknowledges
that all references herein to Landlord shall mean the owner of the landlord's
interest in the Lease, even if said owner shall be different from the Landlord
named in the Recitals.

                10.     Duplicate Original; Counterparts. This Agreement may be
executed in any number of duplicate originals and each duplicate original shall
be deemed to be an original. This Agreement may be executed in several
counterparts, each of which counterparts shall be deemed an original instrument
and all of which together shall constitute a single agreement.

                11.     Limitation of Collateral Agent's Liability. (a)
Collateral Agent shall have no obligations nor incur any liability with respect
to any warranties of any nature whatsoever, whether

<PAGE>

                                       -5-

pursuant to the Lease or otherwise, including, without limitation, any
warranties respecting use, compliance with zoning, Landlord's title, Landlord's
authority, habitability, fitness for purpose or possession.

                (b) In the event that Collateral Agent shall acquire title to
the Leased Premises or the Property, Collateral Agent shall have no obligation,
nor incur any liability, beyond Collateral Agent's then equity interest, if any,
in the Leased Premises, and Tenant shall look exclusively to such equity
interest of Collateral Agent, if any, in the Leased Premises for the payment and
discharge of any obligations imposed upon Collateral Agent hereunder or under
the Lease, and Collateral Agent is hereby released and relieved of any other
obligations hereunder and under the Lease.

                12.     Modification in Writing. This Agreement may not be
modified except by an agreement in writing signed by the parties hereto or their
respective successors in interest.

                13.     Lien of Security Instruments. Nothing contained in this
Agreement shall in any way impair or affect the lien created by the Security
Instruments or the provisions thereof.

                14.     Compliance with Lease. Tenant agrees that in the event
there is any inconsistency between the terms and provisions hereof and the terms
and provisions of the Lease, the terms and provisions hereof shall be
controlling.

                15.     Governing Law; Severability. This Agreement shall be
governed by the laws of the State of [ ]. If any term of this Agreement or the
application thereof to any person or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Agreement or the application of
such terms to any person or circumstances other than those as to which it is
invalid or unenforceable shall not be affected thereby, and each term of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.

                16.     Further Actions. Tenant agrees at its own expense to
execute and deliver, at any time and from time to time upon the reasonable
request of Collateral Agent or any Acquiring Party, such documents and
instruments (in recordable form, if requested) as may be necessary or
appropriate, in the opinion of Collateral Agent or any Acquiring Party, to fully
implement or to further evidence the understandings and agreements contained in
this Agreement. Moreover, Tenant hereby irrevocably appoints and constitutes
Collateral Agent or any Acquiring Party as its true and lawful attorney-in-fact
to execute and deliver any such documents or instruments which may be necessary
or appropriate, in the opinion of Collateral Agent or any Acquiring Party, to
implement or further evidence such understandings and agreements and which
Tenant, after thirty (30) days' notice from Collateral Agent or any Acquiring
Party, has failed to execute and deliver.

<PAGE>

                IN WITNESS WHEREOF, Collateral Agent and Tenant have duly
executed this Agreement as of the date first above written.

                                              ---------------------------------,
                                              as Collateral Agent

                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                              ---------------------------------,
                                              as Tenant

                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

                The undersigned, as the Landlord named in the Recitals, having
duly executed this Agreement as of the date first written above, and as
mortgagor, pledgor, assignor or debtor under the Security Instruments, hereby
accepts and agrees for itself and its successors and assigns, (i) to be bound by
the provisions of Section 5 hereof, (ii) that nothing contained in the foregoing
Agreement (x) shall in any way be deemed to constitute a waiver by Collateral
Agent of any of its rights or remedies under the Security Instruments or (y)
shall in any way be deemed to release Landlord from its obligations to comply
with the terms, provisions, conditions, covenants and agreements set forth in
the Security Instruments and (iii) that the provisions of the Security
Instruments remain in full force and effect and must be complied with by
Landlord.

                                              -------------------------------, a

                                              -------------------------------


                                              By:
                                                 -------------------------------
                                                    Name:
                                                    Title:

<PAGE>

                                 ACKNOWLEDGMENT

State of __________                 )
                                    : ss.:
County of _________                 )


                Be it remembered, that on March ____, 2003, before me, the
subscriber, a Notary Public of the State of ______, personally appeared
___________________________, to me known, who, being by me duly sworn did depose
and say that he/she resides __________________ that he/she is the
_______________of Trump Marina, Inc., which is the general partner of Trump
Marina, Associates, L.P., the limited partnership described in and which
executed the above instrument, and he/she acknowledged that he/she signed and
delivered the same on behalf of such managing general partner as his/her
voluntary act and deed and as the voluntary act and deed of said corporation on
behalf of said limited partnership, pursuant to the authority of the board of
directors of said corporation.

                                                          ----------------------
                                                          Notary Public
                                                          My Commission Expires:

<PAGE>

                             SCHEDULE A to EXHIBIT 1

                          Description of Real Property