Exhibit
10.17


 


DEED OF TRUST, ASSIGNMENT OF

RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT

(FEE AND LEASEHOLD)

(Nevada)


 


THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND
SECURITY AGREEMENT (Fee and Leasehold) (as amended, supplemented or otherwise
modified from time to time, this “Deed of
Trust”) is dated as of January 23, 2004, by and from GNLV, CORP., a Nevada corporation (“Grantor”), whose address is 129 East
Fremont Street, Las Vegas, Nevada 89101 to NEVADA
TITLE COMPANY, a Nevada corporation (“Trustee”), with an address at 2500 North Buffalo, Suite #150,
Las Vegas, Nevada 89128 for the benefit of WELLS
FARGO FOOTHILL, INC., a California corporation, in its capacity as
lender, arranger, administrative agent and documentation agent (the “Agent”) pursuant to the Loan Agreement (as
defined below), having an address at 2450 Colorado Avenue, Suite 3000 West,
Santa Monica, California 90404 (Agent, together with its successors and
assigns, is referred to herein as  “Beneficiary”).


 


RECITALS:


 


WHEREAS,
Grantor is the owner of (i) a fee estate in the real property described in Exhibit
A-1 attached hereto, and (ii) a leasehold estate in the real property
described in Exhibit A-2 attached hereto, pursuant to the ground leases
set forth in Exhibit B attached hereto (referred to herein collectively
as the “Ground Leases” and each
individually as a “Ground Lease”).


 


WHEREAS,
Poster Financial Group, Inc. (referred to herein as the context requires as “Parent”) and its subsidiaries GNL, CORP., a
Nevada corporation, and Grantor (Parent, GNL, Corp. and Grantor collectively
referred to herein as “Borrowers,” or individually as “Borrower”), Agent and Lehman Brothers Inc.,
a Delaware corporation, as syndication agent, have entered into that certain
Loan and Security Agreement dated as of January 23, 2004 (as amended,
supplemented or otherwise modified heretofore or hereinafter from time to time,
the “Loan
Agreement”), which Loan Agreement provides for a term loan, a
revolving loan and other extensions of credit in the principal amount as
specified in said Loan Agreement.  Agent
and the Lender Group (as defined in the Loan Agreement) are unwilling to enter
into the Loan Agreement and make available to Borrowers the credit facilities
provided therein unless Grantor, among other things, secures the obligations of
Borrowers under the Loan Agreement and the other Loan Documents (as defined in
the Loan Agreement) by delivering this Deed of Trust.


 


WHEREAS,
Grantor is receiving a good and valuable benefit, the sufficiency and receipt
of which is hereby acknowledged, from Agent and Lender Group entering into the
Loan Agreement with Borrowers.


 

















 


 


This
Deed of Trust is to be governed by the provisions of NRS 106.300 through
NRS 106.400 inclusive (“NRS”
means Nevada Revised Statutes).  The
maximum amount to be secured by this Deed of Trust is $35,000,000.  It is the intention of the parties that the
Obligations include the obligation of Grantor to repay “future advances” of
“principal” (as defined in NRS 106.345, as amended or recodified from time to
time) in an amount up to $35,000,000.00, and that the lien of this Deed of
Trust secures the obligation of Grantor to repay all such “future advances”
with the priority set forth in NRS 106.370(1), as amended or recodified from
time to time.  Without limiting the
foregoing, any and all future advances by Agent or Lender group to Borrowers
made for the improvement, protection or preservation, together with interest at
the rate applicable to overdue principal set forth in the Loan Agreement, shall
be automatically secured hereby unless such a document evidencing such advances
specifically recites that it is not intended to be secured hereby, and the
payment of all sums expended or advanced by Agent or Lender Group under or
pursuant to the terms hereof or the Loan Agreement or to protect the security
hereof, together with interest thereon as herein provided (without limiting the
generality of the protections afforded by NRS Chapter 106), and funds
disbursed that, in the reasonable exercise of Agent’s judgment, are needed for
improving property or to protect Lender’s security in the Property are to be
deemed obligatory advances hereunder and will be added to the total
indebtedness secured by this Deed of Trust and such indebtedness shall be
increased accordingly.


 


 


ARTICLE
1

DEFINITIONS


 


Section
1.1            Definitions.  All capitalized terms used herein without
definition shall have the respective meanings ascribed to them in the Loan
Agreement.  As used herein, the
following terms shall have the following meanings:


 


(a)           “Event of Default”: shall have the meaning
ascribed to such term in Article 4 hereof.


 


(b)           “Indebtedness”: All
obligations of Grantor and any of the Borrowers to Beneficiary, including,
without limitation, (1) the repayment of all amounts outstanding from time to
time under the Loan Agreement and the other Loan Documents, with such
indebtedness maturing on the Maturity Date (as defined in the Loan Agreement),
including principal, interest (including all interest that, but for the
provisions of the Bankruptcy Code, would have accrued), and other amounts which
may now or hereafter be advanced as Advances, (2) the full and prompt
performance of any and all repayment, fee, and indemnification obligations with
respect to any Letters of Credit, (3) fees, costs, expenses, charges and
indemnification obligations accrued, incurred or arising in connection with any
Loan Document, (4) any and all future advances made pursuant to the terms of
the Loan Agreement, and (5) all other payment Obligations.  The 


 


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Loan Agreement contains a revolving credit facility that permits
Borrowers to borrow certain principal amounts, repay all or a portion of such
principal amounts, and reborrow the amounts previously paid to Beneficiary, all
upon satisfaction of certain conditions stated in the Loan Agreement.  This Deed of Trust secures all Advances and
re-advances under the revolving credit feature of the Loan Agreement.


 


(c)           “Obligations”:
 All of the agreements, covenants,
conditions, warranties, representations and other obligations of Grantor and
the Borrowers under the Loan


 


Agreement and the other
Loan Documents, including, but not limited to, the “Obligations,” as defined
under the Loan Agreement.


 


(d)           “Trust Property”:  All of Grantor’s interest in (1) the fee estate in the real
property described in Exhibit A-1 attached hereto and the leasehold
estates in the real property described in Exhibit A-2 attached hereto,
together with all existing and future appurtenances, privileges, easements,
franchises, herediments and tenements of the real property (including all
minerals, oil, gas and other hydrocarbons and associated substances) which may
be in, under or produced from any part of the real property, all air, water or
other interests or development rights and credits and any greater estate
therein as hereafter may be acquired by Grantor (the “Land”), (2) all improvements
now leased, owned or hereafter acquired by Grantor, now or at any time
situated, placed or constructed upon the Land (the ”Improvements”; the Land and
Improvements are collectively referred to herein as the “Premises”), (3) the Operating
Assets and all materials, supplies, equipment, apparatus and other items of
personal property now owned or hereafter acquired by Grantor and now or
hereafter located on the Premises (excluding, however, the Excluded Assets, as
defined in the Loan Agreement) (the “Operational Property”), (4) all materials,
supplies, equipment, apparatus and other items of personal property now owned
or hereafter acquired by Grantor and now or hereafter attached to or installed
in any of the Improvements or the Land so as to constitute fixtures (excluding,
however, the Excluded Assets) and water, gas, electrical, telephone, storm and
sanitary sewer facilities and all other utilities whether or not situated in
easements (the “Fixtures”), (5) all reserves, escrows or impounds and
deposit accounts maintained by Grantor with respect to the Trust Property
(excluding, however, the Excluded Assets) (the “Deposit Accounts”),
(6) all existing and future leases, subleases, licenses, concessions,
occupancy agreements or other agreements (written or oral, now or at any time
in effect), granted by Grantor or a direct or indirect lessee or sublessee of
Grantor, which grant to any Person a possessory interest in, or the right to
use or occupy, all or any part of the Trust Property, whether made before or
after the filing by or against Grantor of any petition for relief under the
Bankruptcy Code, together with any extension, renewal or replacement of the
same and together with all related security and other deposits (the “Leases”),
(7) all of the rents, additional rents, revenues, royalties, income,
proceeds, profits, early termination fees or payments, security and other types
of deposits, and other benefits paid or payable by parties to the Leases for
using, leasing, licensing, possessing, operating from, residing in, selling or
otherwise enjoying the Trust Property or any part thereof, whether paid or
accruing before or after the filing by or


 


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against Grantor of
any petition for relief under the Bankruptcy Code (the “Rents”), (8) all other
agreements, such as construction contracts, architects’ agreements, engineers’
contracts, utility contracts, maintenance agreements, management agreements,
service contracts, listing agreements, guaranties, warranties, permits
(including the Permits), licenses, certificates and entitlements in any way
relating to the construction, use, occupancy, operation, maintenance, enjoyment
or ownership of the Trust Property (the “Property Agreements”), (9) all rights,
privileges, tenements, hereditaments, rights-of-way, easements, appendages and
appurtenances appertaining to the foregoing, (10) all property tax
refunds, utility refunds and rebates, earned or received at any time (the “Tax Refunds”),
(11) all accessions, replacements and substitutions for any of the foregoing
and all proceeds thereof and all rents, fees, charges, accounts, issues,
profits, revenues and payments for or from (a) the use or occupancy of the
guest rooms, banquet facilities, ballrooms, spas, salons, pools, restaurants,
meeting rooms and other guest facilities at or in the Hotel and (b) the
operation of the Casino (excluding, however, the Excluded Assets) (the “Proceeds”),
(12) all insurance policies, unearned premiums therefor and proceeds from such
policies covering any of the above property now or hereafter acquired by
Grantor (the “Insurance”), (13) all of Grantor’s right, title and interest
in and to any awards, damages, remunerations, reimbursements, settlements or
compensation heretofore made or hereafter to be made by any governmental
authority pertaining to the Land, Improvements or Fixtures (the “Condemnation
Awards”), (14) all of Grantor’s rights to appear and defend any
action or proceeding brought with respect to the Trust Property and to commence
any action or proceeding to protect the interest of Beneficiary in the Trust
Property, and (15) all rights, powers, privileges, options and other benefits
of Grantor under the Leases, including, without limitation, the immediate and
continuing right to claim for, receive, collect and receive all Rents payable
or receivable under the Leases or pursuant thereto (and to apply the same to
the payment of the Indebtedness and the Obligations), and to do all other
things which Grantor or any lessor is or may become entitled to do under the
Leases.  As used in this Deed of Trust,
the term “Trust Property” shall mean all or, where the context permits or
requires, any portion of the above or any interest therein.  THE TERM “TRUST PROPERTY” IS INTENDED TO
EXCLUDE ALL ITEMS OF PERSONAL PROPERTY IN WHICH BENEFICIARY HAS OBTAINED AND/OR
PERFECTED A SECURITY INTEREST UNDER SEPARATE INSTRUMENTS.


 


(e)           “Permitted Liens”: shall have the meaning
ascribed to such term in the Loan Agreement, to the extent the same do not
materially impair the normal operation of the Casino Hotel in accordance with
all Legal Requirements and all Permits.


 


(f)            “UCC”: 
The Uniform Commercial Code of the state in which the Land is located
or, if the creation, perfection and enforcement of any security interest herein
granted is governed by the laws of a state other than the state in which the
Land is located, then, as to the matter in question, the Uniform Commercial
Code in effect in that state.


 


 


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(g)           “Casino”: 
That portion of the Casino Hotel used for gaming and related activities.


 


(h)           “Casino Hotel”:  That portion of the Improvements being a casino and hotel
complex.


 


(i)            “FF&E Financing Arrangements”:  Only to the extent same constitutes
permitted indebtedness under the Loan Agreement, an agreement which creates a
Lien upon any after-acquired tangible personal property and/or other items
constituting operating assets, which are financed, purchased or leased for the
purposes of the operation of the Casino Hotel.


 


(j)            “Hotel”: 
That portion of the Casino Hotel not included within the Casino.


 


(k)           “Investment Property”:  investment property (as that term is defined
in the UCC), and any and all supporting obligations in respect thereof.


 


(l)            “Junior Deed of Trust”:  that certain Deed of Trust, Assignment of
Rents and Leases, Fixture Filing and Security Agreement (Fee and Leasehold) by
and from Grantor to Trustee for the benefit of Wells Fargo Bank, N.A. as
collateral agent for the holders pursuant to the Indenture (as defined in the
Loan Agreement) and documentation agent of the same date as this Deed of Trust
securing the Trust Property.


 


(m)          “Legal Requirements”:  All laws, statutes, codes, acts, ordinances,
orders, judgments, decrees, injunctions, rules, regulations, permits (including
the Permits), licenses, authorizations, directions and requirements of all
governments, departments, commissions, boards, courts, authorities, agencies
(including Gaming Authorities and Liquor Authorities) and all officials and
officers thereof, applicable to the Trust Property and the use thereof,
including Gaming Laws and Liquor Laws.


 


(n)           “Liquor Authorities”:  the State of Nevada Department of Taxation,
the Clark County Liquor and Gaming Licensing Board, the City of Las Vegas, the
Department of the Treasury Bureau of Alcohol, Tobacco and Firearms, and any
agency, authority, board, bureau, commission, department, office or
instrumentality or any nature whatsoever of the United States or foreign
government, any state, province or any city or other political subdivision,
whether now or hereafter existing, or any officer or official thereof,
including any other agency with authority to regulate the sale or distribution
of alcoholic beverages.


 


(o)           “Liquor Laws”:  the statutes and ordinances regarding the sale and distribution
of alcoholic beverages enforced by the Liquor Authorities and the rules and
regulations of the Liquor Authorities.


 


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(p)           “Liquor License”:  any license, permit, registration, qualification or other
approval required to sell, dispense or distribute alcoholic beverages under the
Liquor Laws.


 


(q)           “Operating Assets”:  (a) bookings for the use of guest rooms,
banquet facilities, ballrooms, spas, salons, pools, restaurants, meeting rooms
and other guest facilities at the Casino Hotel or at any other Improvements now
or hereafter located on any of the Land; (b) contract rights, trademarks, trade
names, service marks, logos, copyrights, warranties and other types of
intangible personal property, and any and all goodwill associated with the same
relating to the ownership or operation of the Casino Hotel or of any other
Improvements now or hereafter located on any of the Land, including, without
limitation, (1) telephone and other communication numbers, (2) all software
licensing agreements as are required to operate computer software systems at
the Casino Hotel or at any other Improvements now or hereafter located on any
of the Land and books and records relating to the software programs and (3)
lessee’s interest under leases of Tangible Personal Property; (c) Tangible
Personal Property; (d) drawings, designs, plans and specifications prepared by
architects, engineers, interior designers, landscape designers and any other
professionals or consultants for the design, development, construction and/or
improvement of the Casino Hotel, or for any other development of the Land, as
amended from time to time; (e) customer lists utilized in the operation of the
Casino Hotel including lists of transient guests and restaurant and bar patrons
and “high roller” lists; and (f) all of the goodwill in connection with the
foregoing Operating Assets and in connection with the operation of the Casino
Hotel.


 


(r)            “Permits”: 
the Gaming Licenses, the Liquor Licenses and any other license,
franchise, authorization, statement of compliance, certificate of operation,
certificate of occupancy and permit required for the lawful ownership,
operation, occupancy and use of all or any material portion of the
Improvements, in accordance with applicable Legal Requirements.


 


(s)           “Tangible Personal Property”:  the
following personal property now or hereafter acquired by Grantor (directly or
by way of lease) which are located on, or to be located on, or which are in use
or held in reserve storage for future use in connection with the gaming or
other operations of the Casino Hotel or any other Improvements, which are on
hand or on order whether stored on-site or off-site:


 


(i)         furniture,
furnishings, machinery, appliances, fixtures and fittings and other articles of
tangible personal property;


 


(ii)        slot machines, video
poker machines, electronic gaming devices, crap tables, blackjack tables,
roulette tables, baccarat tables, poker tables, other gaming tables, big six
wheels, racing and sports displays and video screens, prizes and prize
displays, and all other gaming furnishings and equipment;


 


 


 


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(iii)       cards, dice, gaming
chips and placques, tokens, chip racks, dealing shoes, dice cups, dice sticks,
layouts, paddles, roulette balls and other consumable supplies and items;


 


(iv)       china, glassware,
linens, kitchen utensils, silverware and uniforms;


 


(v)        consumables and
operating supplies of every kind and nature, including accounting supplies,
guest supplies, forms, printing, stationery, food and beverage stock, bar
supplies and laundry supplies; and


 


(vi)       sets, scenery,
costumes, props and other items used in the production of shows in any
showroom, convention space, ballroom, exhibition hall or sports or
entertainment arena now or hereafter located on the Land.


 


ARTICLE
2

GRANT


 


Section
2.1            Grant.  For and in consideration of good and
valuable consideration, the receipt and sufficiency whereof are hereby
acknowledged, and in order to secure the indebtedness and other obligations of
Grantor herein set forth, to secure the full and timely payment of the
Indebtedness and the full and timely performance of the Obligations, Grantor
GRANTS, BARGAINS, ASSIGNS, SELLS, WARRANTS and CONVEYS, to Trustee the Trust
Property, subject, however, to the Permitted Liens, TO HAVE AND TO HOLD
the Trust Property and all parts, rights and appurtenances thereof to Trustee,
IN TRUST, WITH POWER OF SALE, and Grantor does hereby bind itself, its
successors and assigns to WARRANT AND FOREVER DEFEND the title to the Trust
Property unto Trustee.


 


TO HAVE AND TO HOLD the Trust Property, together with
all and singular the parts, rights, privileges, hereditaments, and
appurtenances thereto in any ways belonging or appertaining, to the use,
benefit, and behoof of Trustee, its successors and assigns, in trust for the
benefit of Beneficiary, forever. 
Notwithstanding anything to the contrary contained in the immediately
preceding sentence, Grantor hereby agrees and acknowledges that the
Indebtedness secured by this Deed of Trust includes a revolving loan and is
intended to secure future advances; accordingly, this Deed of Trust shall not
be canceled except pursuant to the terms and conditions set forth in the Loan
Agreement.


 


ARTICLE
3

WARRANTIES, REPRESENTATIONS AND COVENANTS


 


Grantor
warrants, represents and covenants to Beneficiary as follows:


 


Section
3.1            Title to Trust Property
and Lien of this Instrument.  Grantor (i) has good and indefeasible title to the real property
described in Exhibit A-1  


 


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attached hereto,
in fee simple, free and clear of any liens, claims, or interests, except the
Permitted Liens, (ii) holds pursuant to the Ground Leases valid leasehold
estates in and to the real property described in Exhibit A-2 attached
hereto, free and clear of any liens, claims or interests, except the Permitted
Liens, (iii) has good and indefeasible title or holds valid leasehold interests
in the remainder of the Trust Property, in each case free and clear of any
liens, claims or interest, except the Permitted Liens and (iv) has full power
and lawful authority to encumber the Trust Property in the manner and form set
forth in this Deed of Trust.  This Deed
of Trust creates valid, enforceable first priority liens and security interests
against the Trust Property.


 


Section
3.2            First Lien Status.  Grantor shall preserve and protect the first
lien and security interest status of this Deed of Trust and the other Loan
Documents.  If Grantor has any knowledge
of any lien or security interest, other than the Permitted Liens, is asserted
against the Trust Property, Grantor shall promptly, and at its expense, (a)
give Beneficiary a detailed written notice of such lien or security interest
(including origin, amount and other terms), and (b) pay the underlying claim in
full or take such other action so as to cause it to be released or contest the
same in compliance with the requirements of the Loan Agreement (including the
requirement of providing a bond or other security satisfactory to Beneficiary).


 


Section
3.3            Payment and Performance.  Grantor shall pay or cause Parent or the
other Guarantors to pay the Indebtedness when due under the Loan Documents and
shall perform or cause the Borrowers to perform the Obligations in full when
they are required to be performed.


 


Section
3.4            Replacement of Fixtures.  Grantor shall not, without the prior written
consent of Beneficiary, permit any of the Fixtures to be removed at any time
from the Land or Improvements, unless the removed item is removed temporarily
for maintenance and repair or, if removed permanently, is obsolete and is
replaced by an article of equal or better suitability and value, owned by
Grantor subject to the liens and security interests of this Deed of Trust and
the other Loan Documents, and free and clear of any other lien or security
interest except such as may be permitted under the Loan Agreement or first
approved in writing by Beneficiary.


 


Section
3.5            Inspection.  Subject to the terms of Section 4.6
of the Loan Agreement, Grantor shall permit Beneficiary and its agents,
representatives and employees to inspect the Trust Property and all books and
records of Grantor located thereon, and to conduct such environmental and
engineering studies as Beneficiary may require.  Provided that no Event of Default exists, all such testing and
investigation shall be conducted at reasonable times and upon reasonable prior
notice to Grantor.  Beneficiary shall
restore the Trust Property to at least as good condition as it was in
immediately prior to such testing and investigation.


 


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Section
3.6            Other Covenants.  All of the covenants in the Loan Agreement
are incorporated herein by reference and, together with covenants in this Article 3,
shall, to the extent applicable, be covenants running with the land.


 


Section
3.7            Condemnation Awards and Insurance Proceeds.


 


(a)           Condemnation
Awards.  Grantor, immediately upon
obtaining knowledge of the institution of any proceedings for the condemnation
of the Trust Property or any portion thereof, will notify Beneficiary of the
pendency of such proceedings.  Except as
set forth in the Loan Agreement, Beneficiary may participate in any such
proceedings and Grantor from time to time will deliver to Beneficiary all
instruments requested by it to permit such participation.  Grantor assigns all awards and compensation
to which it is entitled for any condemnation or other taking, or any purchase
in lieu thereof, to Beneficiary and authorizes Beneficiary to collect and
receive such awards and compensation and to give proper receipts and
acquittances therefor, subject to the terms of the Loan Agreement. Grantor
hereby waives all rights to such awards and compensation described in the
foregoing sentence.  Grantor, upon
request by Beneficiary, shall make, execute and deliver any and all instruments
requested for the purpose of confirming the assignment of the aforesaid awards
and compensation to Beneficiary free and clear of any liens, charges or
encumbrances of any kind or nature whatsoever. 
Grantor specifically, unconditionally and irrevocably waives all rights
of a property owner granted under applicable law, including NRS 37.115, as
amended or recodified from time to time, which provide for an allocation of
condemnation proceeds between a property owner and a lienholder, and any other
law or successor statute of similar import.


 


(b)           Insurance
Proceeds.  Without limitation to the
requirements in the Loan Agreement, Grantor shall maintain such insurance
coverage as is customarily carried by owners and operators of first class
casino and hotel complexes in Las Vegas, Nevada.  Grantor assigns to Beneficiary all proceeds of any insurance
policies insuring against loss or damage to the Trust Property.  Except as set forth in the Loan Agreement,
Grantor authorizes Beneficiary to collect and receive such proceeds and
authorizes and directs the issuer of each of such insurance policies to make
payment for all such losses directly to Beneficiary, instead of to Grantor and
Beneficiary jointly, as more specifically described in the Loan Agreement.  In the event that the issuer of such
insurance policy fails to disburse directly or solely to Beneficiary but
disburses instead either solely to Grantor or to Grantor and Beneficiary, jointly,
Grantor shall immediately endorse and transfer such proceeds to
Beneficiary.  Upon Grantor’s failure to
do so, Beneficiary may execute such endorsements or transfers from and in the
name of Grantor, and Grantor hereby irrevocably appoints Beneficiary as
Grantor’s agent and attorney-in-fact so to do.


 


(c)           Beneficiary
acknowledges that, notwithstanding the foregoing provisions of this Section
3.7, Grantor has granted certain rights in and to condemnation awards and
insurance proceeds pursuant to the Junior Deed of Trust and, 


 


 


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subject to the
terms of the Intercreditor Agreement, the provisions of this Section 3.7 are
entered into subject to such rights.


 


Section
3.8            Costs of Defending and
Upholding the Lien. 
If any action or proceeding is commenced to which action or proceeding
Trustee or Beneficiary is made a party or in which it becomes necessary for
Trustee or Beneficiary to defend or uphold the lien of this Deed of Trust
including any extensions, renewals, amendments or modifications thereof,
Grantor shall, on demand, reimburse Trustee and Beneficiary for all expenses
(including, without limitation, reasonable attorneys’ fees and reasonable
appellate attorneys’ fees) incurred by Trustee or Beneficiary in any such
action or proceeding and all such expenses shall be secured by this Deed of
Trust.  In any action or proceeding to
foreclose this Deed of Trust or to recover or collect the Indebtedness, the
provisions of law relating to the recovering of costs, disbursements and
allowances shall prevail unaffected by this covenant.


 


Section
3.9            TRANSFER OF THE SECURED PROPERTY.  EXCEPT AS EXPRESSLY PERMITTED PURSUANT TO
THE TERMS OF THE LOAN AGREEMENT, GRANTOR SHALL NOT SELL, ASSIGN, TRANSFER,
PLEDGE, ENCUMBER, CREATE A SECURITY INTEREST IN, LEASE, OR OTHERWISE
HYPOTHECATE, ALL OR ANY PORTION OF THE TRUST PROPERTY WITHOUT THE PRIOR WRITTEN
CONSENT OF BENEFICIARY.  THE CONSENT BY
BENEFICIARY TO ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF
A SECURITY INTEREST IN, LEASE, OR OTHER HYPOTHECATION OF, ANY PORTION OF THE
TRUST PROPERTY SHALL NOT BE DEEMED TO CONSTITUTE A NOVATION OR A CONSENT TO ANY
FURTHER SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF A SECURITY
INTEREST IN, LEASE, OR OTHER HYPOTHECATION, OR TO WAIVE THE RIGHT OF
BENEFICIARY, AT ITS OPTION, TO DECLARE THE INDEBTEDNESS SECURED HEREBY
IMMEDIATELY DUE AND PAYABLE, WITHOUT NOTICE TO GRANTOR OR ANY OTHER PERSON OR
ENTITY, UPON ANY SUCH SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION
OF A SECURITY INTEREST, LEASE, OR OTHER HYPOTHECATION TO WHICH BENEFICIARY
SHALL NOT HAVE CONSENTED.


 


Section
3.10         Security Deposits.  If required by Beneficiary, all security deposits of tenants of
the Trust Property shall be treated as trust funds not to be commingled with
any other funds of Grantor.  Within
twenty (20) days after request by Beneficiary, Grantor shall furnish
satisfactory evidence of compliance with this Section 3.10, as
necessary, together with a statement of all security deposits deposited by the
tenants and copies of all Leases not theretofore delivered to Beneficiary, as
requested thereby, certified by Grantor.


 


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Section
3.11         Leasehold Representations, Warranties and Covenants.  Grantor hereby represents, warrants and
covenants as follows:


 


(a)           (i) each of the
Ground Leases are in full force and effect, (ii) to Grantor’s knowledge, except
as set forth on Exhibit B hereof, each is unmodified by any writing or
otherwise, and (iii) Grantor has not waived, canceled or surrendered any of its
rights thereunder;


 


(b)           all rent, additional
rent and/or other charges reserved in or payable under the Ground Leases have
been paid to the extent that they are payable to the date hereof;


 


(c)           Grantor enjoys the
quiet and peaceful possession of the leasehold estate granted by each Ground
Lease;


 


(d)           Grantor has not
delivered or received any notices of default under the Ground Leases, and there
are no circumstances which, with the passage of time or the giving of notice,
or both, would constitute a default under the Ground Leases;


 


(e)           to Grantor’s best
knowledge, the lessor is not in default under any of the terms of the Ground
Leases on its part to be observed or performed;


 


(f)            the execution,
delivery and performance of this Deed of Trust do not require any consent
(other than those consents which have been obtained and are in full force and
effect) under, and will not contravene any provisions of or cause a default
under, the Ground Leases;


 


(g)           the term of each of
the Ground Leases (including all renewal terms currently provided for in such
Ground Lease) expires no earlier than January 1, 2022;


 


(h)           each of the Ground
Leases, by its terms or the terms of any other agreement executed by Grantor or
its predecessors in title, is not subordinate to any mortgage or other lease of
the fee interest in the Premises or any lien, encumbrance or matter whatsoever;


 


(i)            each Ground Lease
or a memorandum thereof has been duly recorded and there have been no
amendments to each such Ground Lease since said recordation;


 


(j)            Grantor has
delivered to Beneficiary a true and accurate copy of each of the Ground Leases;


 


 


11

















 


 


(k)           as of the date of this
Deed of Trust, no Leases are in effect and no Leases have been entered into
that are due to come into effect at a later date (the license for the car
rental desk in the lobby of the Casino Hotel not being a Lease for the purposes
of this representation);


 


(l)            Grantor promptly
shall pay the rent and all other sums and charges mentioned in, and payable
under, the Ground Leases;


 


(m)          Grantor, at its sole
cost and expense, shall exercise all renewal options under each Ground Lease,
promptly and in accordance with the provisions of each such Ground Lease, so
that the term of each Ground Lease shall not expire before the date upon which
Beneficiary releases the liens and security interests created by this Deed of
Trust or reconveys the Trust Property to Grantor in accordance with the
provisions of Section 9.7 of this Deed of Trust.  Grantor shall give written notice to Beneficiary (i) within five
business days after the date on which each option first becomes exercisable and
(ii) within two business days of Grantor’s exercise of each option (together
with a copy of the option exercise notice). 
Grantor hereby irrevocably appoints Beneficiary as its attorney in fact,
with power of substitution, to exercise such option on behalf of Grantor if
Grantor is required under the foregoing provisions to exercise said option but
for any reason fails or refuses to exercise said option within a reasonable
time prior to the expiration of Grantor’s time to exercise the option;


 


(n)           Grantor promptly
shall perform and observe all of the terms, covenants and conditions required
to be performed and observed by the lessee under the Ground Leases, the breach
of which could permit any party to the Ground Leases to validly terminate the
Ground Leases (including, without limitation, all payment obligations), shall
do all things necessary to preserve and to keep unimpaired its rights under the
Ground Leases, shall not waive, excuse or discharge any of the material
obligations of the lessor without Beneficiary’s prior written consent in each
instance, and shall diligently and continuously enforce the material
obligations of the lessor under the Ground Leases;


 


(o)           Grantor shall not
do, permit or suffer any event or omission as a result of which there could
occur a default under the Ground Leases or any event which, with the giving of
notice or the passage or time, or both, would constitute a default under the
Ground Leases which could permit any party to the Ground Leases to validly
terminate the Ground Leases (including, without limitation, a default in any
payment obligation), and Grantor shall obtain the consent or approval of the
lessor to the extent required pursuant to the terms of the Ground Leases;


 


(p)           Grantor shall not
(1) permit the amendment, modification or alteration of any of the provisions
of the Ground Leases in any material respect, without Beneficiary’s prior
written consent in each instance or (2) agree to any termination or surrender
of the Ground Leases, without Beneficiary’s prior written consent in each
instance;


 


12

















 


(q)           Grantor shall
deliver to Beneficiary copies of any notice of default by any party under the
Ground Leases, or of any notice from the lessor of its intention to terminate
the Ground Leases or to re-enter and take possession of the Premises,
immediately upon delivery or receipt of such notice, as the case may be;


 


(r)            Grantor shall
promptly furnish to Beneficiary copies of such information and evidence as
Beneficiary may reasonably request concerning Grantor’s due observance,
performance and compliance with the terms, covenants and conditions of the
Ground Leases;


 


(s)           Grantor knows of no
adverse claim to the title or possession of Grantor or the lessor;


 


(t)            Grantor shall not
consent to the subordination of the Ground Leases to any mortgage or other
lease of the fee interest in the Premises or any lien, encumbrance or matter
whatsoever;


 


(u)           Grantor, at its sole
cost and expense, shall execute and deliver to Beneficiary or Trustee, within
five (5) days after request, such documents, instruments or agreements as may
be required to permit Beneficiary or Trustee to cure any default under the
Ground Leases;


 


(v)           Grantor shall, upon
request, furnish Beneficiary with executed copies of all Ground Leases and any
Leases hereafter entered into and all amendments, modifications and supplements
thereto;


 


(w)          Grantor shall
(i)  observe and perform in all material respects all the obligations
imposed upon the lessor under the Leases and shall not do or permit to be done
anything to materially impair the value of the Leases as security for the
Indebtedness and the Obligations; (ii) promptly send copies to Beneficiary
of all notices of default which Grantor shall send or receive thereunder;
(iii) enforce all the material terms, covenants and conditions contained
in the Leases upon the part of the lessee thereunder to be observed or
performed, (iv) not collect any of the Rents more than one (1) month in
advance, except as may be specifically required in the applicable Lease;
(v) not execute any other assignment of the lessor’s interest in the
Leases or the Rents; and (vi) use reasonable efforts to obtain and deliver to
Beneficiary, upon request, tenant estoppel certificates from each tenant at the
Premises in the form required under the applicable Lease, or if no such form is
provided, in form and substance reasonably satisfactory to Beneficiary; and 


 


(x)            Grantor shall not,
except to the extent Grantor has received the prior written consent of
Beneficiary, (A) alter, modify or change the terms of any Lease in any
material respect; (B) consent to any assignment of or subletting under any
Lease not in accordance with its terms; and (C) cancel or terminate any
Lease or accept a surrender thereof, unless such tenant is in default thereunder
and a new Lease has been


 


13

















 


entered into on substantially the same terms or more
favorable terms as the canceled Lease.


 


Section
3.12         Additional Ground Lease
and Lease Covenants.


 


(a)           Grantor shall give
Beneficiary and Trustee not less than thirty (30) days prior written notice of
the date on which Grantor shall apply to any court or other governmental
authority for authority and permission to reject any of the Ground Leases or
Leases in the event that there shall be filed by or against Grantor any
petition, action or proceeding under the Bankruptcy Code or under any other
similar federal or state law now or hereafter in effect and if Grantor
determines to reject any of the Ground Leases or Leases.  Beneficiary and Trustee shall have the
right, but not the obligation, to serve upon Grantor within such thirty
(30) day period a notice stating that (i) Beneficiary or Trustee demands
that Grantor assume and assign any of the Ground Leases or Leases to Beneficiary
or Trustee subject to and in accordance with the Bankruptcy Code and
(ii) Beneficiary covenants to cure or provide reasonably adequate
assurance thereof with respect to all defaults reasonably susceptible of being
cured by Beneficiary or Trustee and of future performance under the applicable
Ground Lease or Leases.  If Beneficiary
or Trustee serves upon Grantor the notice described above, Grantor shall not
seek to reject any of the Ground Leases or Leases and shall comply with the
demand provided for in clause (i) above within fifteen (15) days after the
notice shall have been given by Beneficiary and Trustee.


 


(b)           During the
continuance of an Event of Default, Beneficiary and Trustee shall have the
right, but not the obligation, (i) to perform and comply with all obligations
of Grantor under the Ground Leases or Leases without relying on any grace
period provided therein, (ii) to do and take, without any obligation to do so,
such action as Beneficiary or Trustee deems necessary or desirable to prevent
or cure any default by Grantor under any of the Ground Leases or Leases,
including, without limitation, any act, deed, matter or thing whatsoever that
Grantor may do in order to cure a default under the applicable Ground Lease or
Leases and (iii) to enter in and upon the Land or any part thereof to such
extent and as often as Beneficiary or Trustee  deems necessary or desirable
in order to prevent or cure any default of Grantor under the Ground Leases or
Leases.  Grantor shall on demand,
reimburse Beneficiary for all advances made and expenses incurred by
Beneficiary in exercising the foregoing rights (including, without limitation,
reasonable attorneys’ fees and disbursements), together with interest thereon
at three percentage points above the “prime rate” announced by Wells Fargo
Bank, N.A. at its principal office in San Francisco from time to time (the “Applicable
Rate”) from the date that an advance is made or expense is incurred,
to and including the date the same is paid and such monies so expended by Beneficiary
with interest thereon shall be secured by this Deed of Trust.  Grantor shall, within five (5) days after
written request is made therefor by Beneficiary or Trustee, execute and deliver
to Beneficiary or to any party designated by Beneficiary or Trustee, such
further instruments, agreements, powers, assignments, conveyances or the like
as may be reasonably necessary to complete 


 


 


14

















 


or perfect the
interest, rights or powers of Beneficiary pursuant to this paragraph or as may
otherwise be required by Beneficiary  or Trustee.


 


(c)           During the
continuance of an Event of Default, in the event of any arbitration under or
pursuant to the Ground Lease or Leases in which Beneficiary elects to
participate, Grantor hereby irrevocably appoints Beneficiary and Trustee as its
true and lawful attorneys-in-fact (which appointment shall be deemed coupled
with an interest) to exercise, during the continuance of an Event of Default,
all right, title and interest of Grantor in connection with such arbitration,
including, without limitation, the right to appoint arbitrators and to conduct
arbitration proceedings on behalf of Grantor and Beneficiary.  All costs and expenses incurred by
Beneficiary and Trustee in connection with such arbitration and the settlement
thereof shall be borne solely by Grantor, including, without limitation,
attorneys’ fees and disbursements. 
Nothing contained in this paragraph shall obligate Beneficiary or
Trustee to participate in any such arbitration.


 


(d)           During the
continuance of an Event of Default, Beneficiary shall have the right, but not
the obligation, to proceed in respect of any claim, suit, action or proceeding
relating to the rejection of any of the Ground Leases by the fee owner of the
Land as a result of the fee owner’s bankruptcy, including, but not limited to,
the right to file and prosecute any and all proofs of claims, complaints,
notices and other documents in any case in respect of the fee owner under and
pursuant to the Bankruptcy Code.


 


(e)           With respect to each
Ground Lease, Grantor hereby unconditionally and irrevocably assigns to
Beneficiary (i) any right which Grantor has pursuant to the terms of the Ground
Lease to renew and/or extend the term thereof, (ii) any right which
Grantor has pursuant to the terms of the Ground Lease to cancel or terminate
the Ground Lease, and (iii) any option or right that Grantor has pursuant to
the Ground Lease to purchase any or all of the premises demised thereunder,
provided that Beneficiary shall not exercise any such rights or options prior
to the occurrence of any default.


 


(f)            With respect to
each Ground Lease, if any action or proceeding shall be instituted to evict
Grantor or to recover possession of the demised premises or any part thereof or
interest therein or any action or proceeding otherwise affecting the Ground
Lease or this Deed of Trust shall be instituted, then Grantor will, immediately
upon service thereof on or to Grantor, or by Grantor, deliver to Beneficiary a
true and complete copy of each petition, summons, complaint, notice of motion,
order to show cause and of all other provisions, pleadings, and papers, however
designated, served in any such action or proceeding.


 


Section
3.13         Estoppel Certificates.  Grantor shall use commercially reasonable
efforts to obtain and deliver to Beneficiary within twenty (20) days after 


 


15

















 


written demand by Beneficiary, an estoppel certificate from the
applicable lessor under the Ground Leases or applicable lessee or sublessee
under the Leases setting forth (i) the name of the lessee and the lessor
thereunder, (ii) that the applicable Ground Lease or Lease is in full
force and effect and has not been modified or, if it has been modified, the
date of each modification (together with copies of each such modification),
(iii) the basic rent payable under the applicable Ground Lease or Lease,
(iv) the date to which all rental charges have been paid by the lessee
under the applicable Ground Lease or Lease, (v) whether a notice of
default has been received by the fee owner or lessor which has not been cured,
and if such notice has been received, the date it was received and the nature
of the default, (vi) whether there are any alleged defaults of the lessee
under the applicable Ground Lease or Lease and, if there are, setting
forth the nature thereof in reasonable detail, and (vii) if the lessee
under the applicable Ground Lease or Lease shall be in default, the default.


 


Section
3.14         No Liability.  Anything contained herein to the contrary notwithstanding, this
Deed of Trust shall not constitute an assignment of the Ground Leases within
the meaning of any provision thereof prohibiting its assignment and Beneficiary
and Trustee  shall have no liability or obligation thereunder by reason of
its acceptance of this Deed of Trust. 
Beneficiary shall be liable for the obligations of the lessee arising
under the Ground Leases for only that period of time which Beneficiary is in
actual possession of the applicable premises or has acquired, by foreclosure or
otherwise, and is holding all of Grantor’s right, title and interest therein.


 


Section
3.15         No Merger. 
It is hereby agreed that the fee title to Premises and the leasehold
estate created by the Ground Leases shall not merge but shall always be kept
separate and distinct, notwithstanding the union of said estates in either
lessor, Grantor or a third party, whether by purchase or otherwise.  If Grantor shall acquire fee title to the
Premises or any other estate, title or interest in the Premises or any portion
thereof, then, immediately upon Grantor’s acquisition thereof, this  Deed
of Trust automatically shall spread to cover Grantor’s interest in such leased
property on the same terms, covenants and conditions as set forth herein.  Upon such acquisition, Grantor, at its sole
cost and expense, shall deliver to Beneficiary a Title Insurance Policy issued
by a title insurance company acceptable to Beneficiary insuring that this Deed
of Trust, as so spread to cover Grantor’s interest in such leased property, is
a valid first lien on Grantor’s interest therein, subject only to the Permitted
Liens.  It is the intention of Grantor
and Beneficiary that no documents, instruments or agreements shall be necessary
to confirm the foregoing spread of this  Deed of Trust  to cover Grantor’s interest
in such leased property, as aforesaid, and that such spreading shall occur
automatically upon the consummation of Grantor’s acquisition of such estate,
title or interest to such leased property. 
Notwithstanding the foregoing, Grantor shall make, execute, acknowledge
and deliver to Beneficiary and Trustee or so cause to be made, executed,
acknowledged and delivered to Beneficiary and Trustee, in form satisfactory to
Beneficiary and Trustee, all such further or other documents, instruments,
agreements or assurances as may be required by Beneficiary and Trustee to
confirm the foregoing spread of this Deed of Trust 


 


16

















 


to cover Grantor’s
interest in such leased property. 
Grantor shall pay all reasonable expenses incurred by Beneficiary and
Trustee in connection with the preparation, execution, acknowledgment, delivery
and/or recording of any such documents, including, without limitation, all
filing, registration and recording fees and charges, documentary stamps,
mortgage taxes, intangible taxes, and reasonable attorneys’ fees, costs and
disbursements.


 


Section
3.16         FF&E Financing
Arrangements. 
Grantor shall comply with the terms of all FF&E Financing
Arrangements.  If Grantor has acquired
or hereafter acquires Operational Property or Fixtures, subject to any FF&E
Financing Arrangement, or becomes lessee under a lease for any of the same, the
Lien of this Deed of Trust on such acquired or leased assets shall be
subordinate to the Lien of such FF&E Financing Arrangement and Beneficiary,
at Grantor’s cost, shall execute and deliver to Grantor such documents as
Grantor may reasonably request evidencing such subordination.


 


Section
3.17         Maintenance of Premises.  Grantor shall maintain and keep the Premises
in such good repair, working order and condition and shall make or cause to be
made all such needful and proper repairs, renewals and replacements thereto
consistent with the standards of other first class casino and hotel complexes
in Las Vegas, Nevada.  Grantor shall
occupy and continuously operate the Casino Hotel and keep the Casino Hotel
supplied with Tangible Personal Property, all in a manner consistent with the
standards of other first class casino and hotel complexes in Las Vegas, Nevada.


 


Section
3.18         Alterations.  All alterations to the Premises (a) shall be
carried out in conformity with the Indebtedness Documents, Legal Requirements
and insurance requirements in a good and workmanlike manner and prosecuted with
reasonable dispatch subject to force majeure; (b) shall be undertaken only with
appropriate workers compensation insurance covering workers engaged in such
alterations and appropriate commercial general liability insurance covering all
hazards resulting from such alterations; and (c) affecting the structure of any
of the Improvements, the building systems or any material portion of the
Improvements, (i) shall be carried out under the supervision of a
reputable architect with no less than ten (10) years’ experience in the design
and construction of first class casino and hotel complexes in Las Vegas,
Nevada, (ii) shall be notified to Beneficiary prior to the commencement thereof
and, upon Beneficiary’s request, Grantor shall deliver to Beneficiary copies of
all drawings, plans, specifications and cost estimates therefor prepared and
approved in writing by said architect and accompanied by a certificate of such
architect stating that such drawings, plans and specifications are in compliance
with all Legal Requirements and insurance requirements, and (iii) shall not be
commenced until Grantor has furnished to Beneficiary, at Grantor’s sole cost
and expense, a surety bond or bonds, covering performance, labor and material
payments with respect to the work, naming Beneficiary as obligee (or as
co-obligee with the beneficiary under the Superior Deed of Trust and Grantor),
issued by a responsible surety company, authorized to do business in the State
of Nevada, in a form generally and customarily used by such 


 


17

















 


surety in an
amount equal to the estimated cost of construction of the work, guaranteeing
the performance and completion of such construction, substantially in
conformity with the plans and specifications and within a reasonable time
subject to force majeure free and clear of all Liens, claims and liabilities
for the cost of such alterations (if such surety bond is unobtainable, Grantor
shall provide equivalent security in the form of cash, letter of credit or
other guarantee).  No alterations of any
kind shall be made which shall change the use of the Casino Hotel from its use
as a gaming and hotel facility.


 


ARTICLE
4

DEFAULT


 


Section
4.1            Events of Default.  The occurrence of any of the following
events shall constitute an event of default under this Deed of Trust (each an “Event of Default”):


 


(a)           an “Event of
Default” (as such term is defined in the Loan Agreement) shall have occurred;


 


(b)           the revocation,
termination, suspension or other cessation of effectiveness of (i) any Liquor
License which results in the cessation or suspension of the serving of alcohol
at the Casino Hotel or a material portion thereof for more than
90 consecutive days or (ii) any other Permit which results in the
cessation or suspension of all or a substantial portion of the operations of
the Casino Hotel for more than 90 consecutive days, in either case, other
than as a result of an asset sale permitted under the Loan Agreement or any
voluntary relinquishment that is, in the judgment of the Board of Borrowers,
both desirable in the conduct of the business of Borrowers, taken as a whole,
and not disadvantageous in any material respect to the Beneficiary;


 


(c)           if any event or
omission shall occur which, with the giving of notice or the passage of time,
or both, would constitute a default by Grantor under the Ground Leases which
would permit any party thereto to terminate the applicable Ground Lease, or if
any of the Ground Leases shall otherwise terminate for any reason whatsoever,
except to the extent permitted by the terms and conditions of the Loan
Agreement;


 


(d)           if Grantor shall
give Beneficiary Notice of Election to Terminate under NRS 106.380;


 


(e)           if Grantor shall be
made a party in any foreclosure action or similar proceeding in connection with
any other deed of trust on the fee interest of the applicable Premises, unless
the holder of such deed of trust has agreed not to disturb the rights of
Grantor under the Ground Leases;


 


(f)            Grantor’s breach of
any of the covenants set forth in this Deed of Trust; or


 


 


18

















 


(g)           if any misstatement
or misrepresentation exists now or hereafter in any warranty or representation
set forth in Article 3 hereof.


 


ARTICLE
5

REMEDIES AND FORECLOSURE


 


Section
5.1            Remedies.  If an Event of Default exists, Beneficiary
may, at Beneficiary’s election and by or through Trustee or otherwise, exercise
any or all of the following rights, remedies and recourses:


 


(a)           To the extent
permitted under the Loan Agreement, declare the Indebtedness to be immediately
due and payable, without further notice, presentment, protest, notice of intent
to accelerate, notice of acceleration, demand or action of any nature
whatsoever (each of which hereby is expressly waived by Grantor), whereupon the
same shall become immediately due and payable.


 


(b)           Notify all tenants
of the Premises and all others obligated on leases of any part of the Premises
that all rents and other sums owing on leases have been assigned to Beneficiary
and are to be paid directly to Beneficiary, and to enforce payment of all
obligations owing on leases, by suit, ejectment, cancellation, releasing,
reletting or otherwise, whether or not Beneficiary has taken possession of the
Premises, and to exercise whatever rights and remedies Beneficiary may have
under any assignment of rents and leases.


 


(c)           As and to the extent
permitted by law, enter the Trust Property, either personally or by its agents,
nominees or attorneys, and take exclusive possession thereof and thereupon,
Beneficiary may (i) use, operate, manage, control, insure, maintain, repair,
restore and otherwise deal with all and every part of the Premises and conduct
business thereat; (ii) complete any construction on the Premises in such manner
and form as Beneficiary deems advisable in the reasonable exercise of its
judgment; (iii) exercise all rights and power of Grantor with respect to the
Premises, whether in the name of Grantor, or otherwise, including, without
limitation, the right to make, cancel, enforce or modify leases, obtain and
evict tenants, and demand, sue for, collect and receive all earnings, revenues,
rents, issues, profits and other income of the Premises and every part thereof,
which rights shall not be in limitation of Beneficiary’s rights under any
assignment of rents and leases securing the Indebtedness; and
(iv) pursuant to the provisions of the Loan Agreement, apply the receipts
from the Premises to the payment of the Indebtedness, after deducting therefrom
all expenses (including attorneys’ fees) incurred in connection with the
aforesaid operations and all amounts necessary to pay the taxes, assessments,
insurance and other charges in connection with the Trust Property, as well as
just and reasonable compensation for the services of Beneficiary, its counsel,
agents and employees.


 


19

















 


(d)           Hold, lease,
develop, manage, operate or otherwise use the Trust Property upon such terms
and conditions as Beneficiary may deem reasonable under the circumstances
(making such repairs, alterations, additions and improvements and taking other
actions, from time to time, as Beneficiary deems necessary or desirable), and
apply all Rents and other amounts collected by Trustee in connection therewith
in accordance with the provisions of Section 5.7 hereof.


 


(e)           Require Grantor to
assemble any collateral under the UCC and make it available to Beneficiary, at
Grantor’s sole risk and expense, at a place or places to be designated by Beneficiary,
in its sole discretion.


 


(f)            Institute
proceedings for the complete foreclosure of this Deed of Trust, either by
judicial action or by power of sale, in which case the Trust Property may be
sold for cash or credit in accordance with applicable law in one or more
parcels as Beneficiary may determine. 
Except as otherwise required by applicable law, with respect to any
notices required or permitted under the UCC, Grantor agrees that ten (10) days’
prior written notice shall be deemed commercially reasonable.  At any such sale by virtue of any judicial
proceedings, power of sale, or any other legal right, remedy or recourse, the
title to and right of possession of any such property shall pass to the
purchaser thereof, and to the fullest extent permitted by law, Grantor shall be
completely and irrevocably divested of all of its right, title, interest,
claim, equity, equity of redemption, and demand whatsoever, either at law or in
equity, in and to the property sold and such sale shall be a perpetual bar both
at law and in equity against Grantor, and against all other Persons claiming or
to claim the property sold or any part thereof, by, through or under
Grantor.  Beneficiary or any of the
Lenders may be a purchaser at such sale. 
If Beneficiary is the highest bidder, Beneficiary may credit the portion
of the purchase price that would be distributed to Beneficiary against the
Indebtedness in lieu of paying cash.  In
the event this Deed of Trust is foreclosed by judicial action, appraisement and
valuation of the Trust Property is waived. In the event of any sale made under
or by virtue of this Article 5 (whether made by virtue of judicial
proceedings or of a judgment or decree of foreclosure and sale) the entire
Indebtedness, if not previously due and payable, immediately thereupon shall
become due and payable. The failure to make any such tenants of the Premises
party to any such foreclosure proceedings and to foreclose their rights will
not be, nor be asserted to be by Grantor, a defense to any proceedings
instituted by Beneficiary to collect the sums secured hereby.


 


(g)           With or without
entry, to the extent permitted and pursuant to the procedures provided by
applicable law, institute proceedings for the partial foreclosure of this Deed
of Trust for the portion of the Indebtedness then due and payable (if
Beneficiary shall have elected not to declare the entire Indebtedness to be
immediately due and owing), subject to the continuing lien of this Deed of
Trust for the balance of the Indebtedness not then due; or (1) as and to the
extent permitted by law, sell for cash or upon credit the Trust Property or any
part thereof and all estate, claim, demand, right, title and interest of
Grantor therein, pursuant to power of sale or otherwise, at one or 


 


20

















 


 


more sales, as an
entity or in parcels, at such time and place, upon such terms and after such
notice thereof as may be required or permitted by law, and in the event of a
sale, by foreclosure or otherwise, of less than all of the Trust Property, this
Deed of Trust shall continue as a lien on the remaining portion of the Trust
Property; or (2) institute an action, suit or proceeding in equity for the
specific performance of any covenant, condition or agreement contained herein
or in any Loan Document; or (3) to the extent permitted by applicable law,
recover judgment on the Loan Agreement either before, during or after any
proceedings for the enforcement of this Deed of Trust.


 


(h)           Make application to
a court of competent jurisdiction for, and obtain from such court as a matter
of strict right and without notice to Grantor or regard to the adequacy of the
Trust Property for the repayment of the Indebtedness, the appointment of a
receiver of the Trust Property, and Grantor irrevocably consents to such
appointment.  Any such receiver shall
have all the usual powers and duties of receivers in similar cases, including
the full power to rent, maintain and otherwise operate the Trust Property upon
such terms as may be approved by the court, and shall apply such Rents in
accordance with the provisions of Section 5.7 hereof.  Beneficiary may request, in connection
with any foreclosure proceeding hereunder, that the Nevada Gaming Commission
petition a court of competent jurisdiction for the appointment of a supervisor
to conduct the normal gaming activities on the Premises following such
foreclosure proceeding.


 


(i)            Exercise all other
rights, remedies and recourses granted under the Loan Documents or otherwise
available at law or in equity.


 


Section
5.2            Separate Sales.  The Trust Property may be sold in one or
more parcels and in such manner and order as Trustee in its sole discretion may
elect; the right of sale arising out of any Event of Default shall not be
exhausted by any one or more sales.


 


Section
5.3            Remedies Cumulative,
Concurrent and Nonexclusive.  Beneficiary and Trustee shall have all rights, remedies and
recourses granted in the Loan Documents and available at law or equity
(including the UCC), which rights (a) shall be cumulated and concurrent,
(b) may be pursued separately, successively or concurrently against
Grantor or others obligated under the Loan Documents, or against the Trust
Property, or against any one or more of them, at the sole discretion of Beneficiary
or Trustee, as the case may be, (c) may be exercised as often as occasion
therefor shall arise, and the exercise or failure to exercise any of them shall
not be construed as a waiver or release thereof or of any other right, remedy
or recourse, and (d) are intended to be, and shall be, nonexclusive.  No action by Beneficiary or Trustee in the
enforcement of any rights, remedies or recourses under the Loan Documents or
otherwise at law or equity shall be deemed to cure any Event of Default.


 


21

















 


Section
5.4            Release of and Resort to
Collateral. 
Beneficiary may release, regardless of consideration and without the
necessity for any notice to or consent by the holder of any subordinate lien on
the Trust Property, any part of the Trust Property without, as to the
remainder, in any way impairing, affecting, subordinating or releasing the lien
or security interest created in or evidenced by the Loan Documents or their
status as a first and prior lien and security interest in and to the Trust
Property.  For payment of the
Indebtedness, Beneficiary may resort to any other security in such order and
manner as Beneficiary may elect.


 


Section
5.5            Waiver of Redemption,
Notice and Marshalling of Assets.  To the fullest extent permitted by law,
Grantor hereby irrevocably and unconditionally waives and releases (a) all
benefit that might accrue to Grantor by virtue of any present or future statute
of limitations or law or judicial decision exempting the Trust Property from attachment,
levy or sale on execution or providing for any stay of execution, exemption
from civil process, redemption or extension of time for payment, (b) all
notices of any Event of Default or of any election by Trustee or Beneficiary to
exercise or the actual exercise of any right, remedy or recourse provided for
under the Loan Documents, and (c) any right to a marshalling of assets, a sale
in inverse order of alienation or to require sale of assets in a particular
order, including rights provided by NRS 100.040 and 100.050, as such sections
may be amended or recodified from time to time.  Each successor and assign of Grantor, including any holder of a
lien or security interest subordinate to this Deed of Trust, by acceptance of
its interest or lien or security interest, agrees that it shall be bound by the
above waiver, as if it had given the waiver itself.


 


Section
5.6            Discontinuance of
Proceedings.  If
Beneficiary or Trustee shall have proceeded to invoke any right, remedy or
recourse permitted under the Loan Documents and shall thereafter elect to
discontinue or abandon it for any reason, Beneficiary or Trustee, as the case
may be, shall have the unqualified right to do so and, in such an event,
Grantor, Beneficiary and Trustee shall be restored to their former positions
with respect to the Indebtedness, the Obligations, the Loan Documents, the
Trust Property and otherwise, and the rights, remedies, recourses and powers of
Beneficiary and Trustee shall continue as if the right, remedy or recourse had
never been invoked, but no such discontinuance or abandonment shall waive any
Event of Default which may then exist or the right of Beneficiary or Trustee
thereafter to exercise any right, remedy or recourse under the Loan Documents
for such Event of Default.


 


Section
5.7            Application of Proceeds.  The proceeds of any sale made under or by
virtue of this Article 5, together with any Rents and other amounts
generated by the holding, leasing, management, operation or other use of the
Trust Property, shall be applied by Beneficiary or Trustee (or the receiver, if
one is appointed) in the following order unless otherwise required by
applicable law:


 


 


22

















 


 


(a)           to the payment of
the costs and expenses of taking possession of the Trust Property and of
holding, using, leasing, repairing, improving and selling the same, including,
without limitation (1) trustee’s and receiver’s fees and expenses, including
the repayment of the amounts evidenced by any receiver’s certificates, (2)
court costs, (3) attorneys’ and accountants’ fees and expenses, and
(4) costs of advertisement;


 


(b)           to the payment of
the Indebtedness and performance of the Obligations in such manner and order of
preference as set forth in the Loan Agreement; and


 


(c)           the balance, if any,
to the payment of the Persons legally entitled thereto.


 


Section
5.8            Occupancy After
Foreclosure. 
Except as otherwise required by applicable law, any sale of the Trust
Property or any part thereof in accordance with Section 5.1(e) or Section
5.1(f) hereof will divest all right, title and interest of Grantor in and
to the property sold.  Subject to
applicable law, any purchaser at a foreclosure sale will receive immediate
possession of the property purchased. 
If Grantor retains possession of such property or any part thereof
subsequent to such sale, Grantor will be considered a tenant at sufferance of
the purchaser, and will, if Grantor remains in possession after demand to
remove, be subject to eviction and removal, forcible or otherwise, with or
without process of law.


 


Section
5.9            Additional Advances and Disbursements; Costs of Enforcement.


 


(a)           If any Event of
Default exists, Beneficiary shall have the right, but not the obligation, to
cure such Event of Default in the name and on behalf of Grantor.  All sums advanced and expenses incurred at
any time by Beneficiary under this Section 5.9, or otherwise under this
Deed of Trust or any of the other Loan Documents or applicable law, shall bear
interest from the date that such sum is advanced or expense incurred, to and
including the date of reimbursement, computed at the rate or rates at which
interest is then computed on the Indebtedness, and all such sums, together with
interest thereon, shall be secured by this Deed of Trust.


 


(b)           Grantor shall pay
all expenses (including reasonable attorneys’ fees and expenses and all costs
and expenses related to legal work, research and litigation) of or incidental
to the perfection and enforcement of this Deed of Trust and the other Loan
Documents, or the enforcement, compromise or settlement of the Indebtedness or
any claim under this Deed of Trust and the other Loan Documents, and for the
curing thereof, or for defending or asserting the rights and claims of
Beneficiary in respect thereof, by litigation or otherwise.


 


 


23

















 


 


Section
5.10         No Mortgagee in Possession.  Neither the enforcement of any of the
remedies under this Article 5, the assignment of the rents and leases
under Article 6, the security interests under Article 7, nor any other
remedies afforded to Beneficiary under the Loan Documents, at law or in equity
shall cause Beneficiary or Trustee to be deemed or construed to be a mortgagee
in possession of the Trust Property, to obligate Beneficiary or Trustee to
lease the Trust Property or attempt to do so, or to take any action, incur any
expense, or perform or discharge any obligation, duty or liability whatsoever
under any of the Leases or otherwise.


 


Section
5.11         WAIVER OF GRANTOR’S RIGHTS.  BY EXECUTION
OF THIS DEED OF TRUST, GRANTOR EXPRESSLY: 
(A) ACKNOWLEDGES THE RIGHT OF BENEFICIARY TO ACCELERATE THE
INDEBTEDNESS EVIDENCED BY THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT;  (B)
TO THE EXTENT ALLOWED BY APPLICABLE LAW, WAIVES ANY AND ALL RIGHTS WHICH
GRANTOR MAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES, THE VARIOUS
PROVISIONS OF THE CONSTITUTIONS FOR THE SEVERAL STATES, OR BY REASON OF ANY
OTHER APPLICABLE LAW, TO NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE
BY BENEFICIARY OF ANY RIGHT OR REMEDY HEREIN PROVIDED TO BENEFICIARY;  (C) ACKNOWLEDGES THAT GRANTOR HAS READ
THIS DEED OF TRUST AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO GRANTOR AND
GRANTOR HAS CONSULTED WITH LEGAL COUNSEL OF GRANTOR’S CHOICE PRIOR TO EXECUTING
THIS DEED OF TRUST; AND (D) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID
RIGHTS OF GRANTOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY
GRANTOR AS PART OF A BARGAINED FOR LOAN TRANSACTION.


 


ARTICLE
6

ASSIGNMENT OF RENTS AND LEASES


 


Section
6.1            Assignment.  In furtherance of and in addition to the
assignment made by Grantor in Section 2.1 of this Deed of Trust, Grantor
hereby absolutely and unconditionally assigns, sells, transfers and conveys to
Trustee (for the benefit of Beneficiary) and to Beneficiary all of its right,
title and interest in and to all Leases, whether now existing or hereafter
entered into, and all of its right, title and interest in and to all
Rents.  This assignment is an absolute
assignment and not an assignment for additional security only.  So long as no Event of Default shall have
occurred and be continuing and to the extent not prohibited by the Loan
Agreement, Grantor shall have a revocable license from Trustee and Beneficiary
to exercise all rights extended to the landlord under the Leases, including the
right to receive and collect all Rents and to hold the Rents in trust for use
in the payment and performance of the 


 


24

















 


Obligations and to
otherwise use the same.  The foregoing
license is granted subject to the conditional limitation that no Event of
Default shall have occurred and be continuing. 
Upon the occurrence and during the continuance of an Event of Default,
whether or not legal proceedings have commenced, and without regard to waste,
adequacy of security for the Obligations or solvency of Grantor, the license
herein granted shall automatically expire and terminate, without notice by
Trustee or Beneficiary (any such notice being hereby expressly waived by
Grantor).


 


Section
6.2            Perfection Upon
Recordation. 
Grantor acknowledges that Beneficiary and Trustee have taken all actions
necessary to obtain, and that upon recordation of this Deed of Trust
Beneficiary and Trustee shall have, to the extent permitted under applicable
law, a valid and fully perfected, first priority, present assignment of the
Rents arising out of the Leases and all security for such Leases, subject only
to the assignment of such Rents pursuant to the Junior Deed of Trust and/or any
separate assignment of Rents executed in conjunction therewith.  Grantor acknowledges and agrees that upon
recordation of this Deed of Trust Trustee’s and Beneficiary’s interest in the Rents
shall be deemed to be fully perfected, “choate” and enforced as to Grantor and
all third parties, including, without limitation, any subsequently appointed
trustee in any case under Title 11 of the United States Code (the ”Bankruptcy
Code”), without the necessity of commencing a foreclosure action
with respect to this Deed of Trust, making formal demand for the Rents,
obtaining the appointment of a receiver or taking any other affirmative action.


 


Section
6.3            Bankruptcy Provisions.  Without limitation of the absolute nature of
the assignment of the Rents hereunder, Grantor, Trustee and Beneficiary agree
that (a) this Deed of Trust shall constitute a “security agreement” for
purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest
created by this Deed of Trust extends to property of Grantor acquired before
the commencement of a case in bankruptcy and to all amounts paid as Rents and
(c) such security interest shall extend to all Rents acquired by the estate
after the commencement of any case in bankruptcy.


 


Section
6.4            No Merger of Estates.  So long as part of the Indebtedness and the
Obligations secured hereby remain unpaid and undischarged, the fee and
leasehold estates to the Trust Property shall not merge, but shall remain
separate and distinct, notwithstanding the union of such estates either in
Grantor, Beneficiary, any tenant or any third party by purchase or otherwise.


 


ARTICLE
7

SECURITY AGREEMENT


 


Section
7.1            Security Interest.  This Deed of Trust constitutes a “security
agreement” on personal property within the meaning of the UCC and other
applicable law and with respect to the Operational Property, Fixtures, Ground
Leases, 


 


25

















 


Leases, Rents,
Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and
Condemnation Awards.  To this end,
Grantor grants to Beneficiary a first and prior security interest in the
Operational Property, Fixtures, Leases, Ground Leases, Rents, Deposit Accounts,
Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards
and all other Trust Property which is personal property to secure the payment
of the Indebtedness and performance of the Obligations (including without
limitation all “gaming devices” or “associated equipment” as such terms or
words of similar import referring thereto are defined in the applicable Gaming
Laws (as defined in the Loan Agreement), Liquor Laws (as defined in the Loan
Agreement) and other similar applicable regulations), and agrees that
Beneficiary shall have all the rights and remedies of a secured party under the
UCC with respect to such property.  Any
notice of sale, disposition or other intended action by Beneficiary with
respect to the Operational Property, Fixtures, Ground Leases, Leases, Rents,
Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and
Condemnation Awards sent to Grantor at least five (5) days prior to any action
under the UCC shall constitute reasonable notice to Grantor.  THE TERM “TRUST PROPERTY” IS INTENDED TO
EXCLUDE ALL ITEMS OF PERSONAL PROPERTY IN WHICH BENEFICIARY HAS OBTAINED AND/OR
PERFECTED A SECURITY INTEREST UNDER SEPARATE INSTRUMENTS.


 


Section
7.2            Financing Statements.  Grantor authorizes Beneficiary to prepare
and record, in form and substance satisfactory to Beneficiary, financing
statements (and shall make, execute and/or otherwise deliver to Beneficiary, in
form and substance satisfactory to Beneficiary, such further documentation and
assurances) as Beneficiary may, from time to time, reasonably consider
necessary to create, perfect and preserve Beneficiary’s security interest
hereunder and Beneficiary may cause such statements and assurances to be
recorded and filed, at such times and places as may be required or permitted by
law to so create, perfect and preserve such security interest.  Grantor’s state of organization is the State
of Nevada.


 


Section
7.3            Fixture Filing.  This Deed of Trust shall also constitute a
“fixture filing” for the purposes of the UCC against all of the Trust Property
which is or is to become fixtures.  Information
concerning the security interest herein granted may be obtained at the address
of Debtor (Grantor) and Secured Party (Beneficiary) as set forth in the first
paragraph of this Deed of Trust.


 


Section
7.4            Applicable Provisions of the Lease or Gaming Laws and Liquor Laws.  The parties acknowledge and agree that all
rights, remedies, and powers provided in this Deed of Trust relative to the
Trust Property may be exercised only to the extent that the exercise thereof
does not violate any applicable mandatory provision of the applicable Gaming
Laws and Liquor Laws and all provisions of this Deed of Trust relative to the
Trust Property are intended to be subject to all applicable mandatory
provisions of applicable Gaming Laws and Liquor Laws and to be limited solely
to the extent necessary to not render the provisions of this Deed of Trust
invalid or


 


26

















 


unenforceable, in
whole or in part.  Beneficiary will
timely apply for and receive all required approvals of the applicable Gaming
Authorities (as defined in the Loan Agreement) and Liquor Authorities (as
defined in the Loan Agreement) for the sale or other disposition of gaming
equipment regulated by applicable Gaming Laws and Liquor Laws (including without
limitation any such sale or disposition of gaming equipment consisting of slot
machines, gaming tables, cards, dice, gaming chips, player tracking systems,
and all other “gaming devices” and “associated equipment” (as such terms or
words of like import referring thereto are defined in the applicable Gaming
Laws or Liquor Laws) and for the sale of liquor and other alcoholic beverages
regulated by applicable Liquor Laws.


 


ARTICLE
8

CONCERNING THE TRUSTEE


 


Section
8.1            Certain Rights.  With the approval of Beneficiary, Trustee
shall have the right to select, employ and consult with counsel.  Trustee shall have the right to rely on any
instrument, document or signature authorizing or supporting any action taken or
proposed to be taken by it hereunder, believed by it in good faith to be
genuine.  Trustee shall be entitled to
reimbursement for actual, reasonable expenses incurred by it in the performance
of its duties and to reasonable compensation for Trustee’s services hereunder
as shall be rendered.  Grantor shall,
from time to time, pay the compensation due to Trustee hereunder and reimburse
Trustee for, and indemnify, defend and save Trustee harmless against, all
liability and reasonable expenses which may be incurred by it in the
performance of its duties, including those arising from joint, concurrent, or
comparative negligence of Trustee; however, Grantor shall not be liable under
such indemnification to the extent such liability or expenses result solely
from Trustee’s or Beneficiary’s gross negligence or willful misconduct.  Grantor’s obligations under this Section
8.1 shall not be reduced or impaired by principles of comparative or
contributory negligence.


 


Section
8.2            Retention of Money.  All moneys received by Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated in any manner from any other
moneys (except to the extent required by law), and Trustee shall be under no
liability for interest on any moneys received by him hereunder.


 


Section
8.3            Successor Trustees.  If Trustee or any successor Trustee shall
die, resign or become disqualified from acting in the execution of this trust,
or Beneficiary shall, in Beneficiary’s sole and absolute discretion,
desire to appoint a substitute Trustee, Beneficiary shall have full power to
appoint one or more substitute Trustees and, if preferred, several substitute
Trustees in succession who shall succeed to all the estates, rights, powers and
duties of Trustee.  Such appointment may
be executed by any authorized agent of Beneficiary and as so executed, such
appointment shall be 


 


 


27

















 


 


conclusively
presumed to be executed with authority, valid and sufficient, without further
proof of any action.


 


Section
8.4            Perfection of
Appointment. 
Should any deed, conveyance or instrument of any nature be required from
Grantor by any successor Trustee to more fully and certainly vest in and
confirm to such successor Trustee such estates, rights, powers and duties,
then, upon request by such Trustee, all such deeds, conveyances and instruments
shall be made, executed, acknowledged and delivered and shall be caused to be
recorded and/or filed by Grantor.


 


Section
8.5            Trustee Liability.  In no event or circumstance shall Trustee or
any substitute Trustee hereunder be personally liable under or as a result of
this Deed of Trust, either as a result of any action by Trustee (or any
substitute Trustee) in the exercise of the powers hereby granted or otherwise.


 


ARTICLE
9

MISCELLANEOUS


 


Section
9.1            Notices.  Any notice required or permitted to be given
under this Deed of Trust shall be given in accordance with Section 12
of the Loan Agreement.


 


Section
9.2            Covenants Running with
the Land.  All
Obligations contained in this Deed of Trust are intended by Grantor,
Beneficiary and Trustee to be, and shall be construed as, covenants running
with the Trust Property.  As used
herein, “Grantor” shall refer to the party named in the first paragraph of this
Deed of Trust and to any subsequent owner of all or any portion of the Trust
Property.  All Persons who may have or
acquire an interest in the Trust Property shall be deemed to have notice of,
and be bound by, the terms of the Loan Agreement and the other Loan Documents;
however, no such party shall be entitled to any rights thereunder without
the prior written consent of Beneficiary.


 


Section
9.3            Attorney-in-Fact.  Grantor hereby irrevocably appoints
Beneficiary and its successors and assigns, as its attorney-in-fact, which
agency is coupled with an interest and with full power of substitution, (a) to
execute and/or record any notices of completion, cessation of labor or any
other notices that Beneficiary deems appropriate to protect Beneficiary’s
interest, if Grantor shall fail to do so within ten (10) days after
written request by Beneficiary, (b) upon the issuance of a deed pursuant to the
foreclosure of this Deed of Trust or the delivery of a deed in lieu of
foreclosure, to execute all instruments of assignment, conveyance or
further assurance with respect to the Operational Assets, Fixtures, Ground
Leases, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds,
Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such
deed and as may be necessary or desirable for such purpose, (c) to prepare,
execute and file or record financing statements, continuation 


 


 


28

















 


 


statements,
applications for registration and like papers necessary to create, perfect or
preserve Beneficiary’s security interests and rights in or to any of the Trust
Property, and (d) while any Event of Default exists, to perform any obligation
of Grantor hereunder, however:  (1) Beneficiary
shall not under any circumstances be obligated to perform any obligation of
Grantor; (2) any sums advanced by Beneficiary in such performance shall be
added to and included in the Indebtedness and shall bear interest at the rate
or rates at which interest is then computed on the Indebtedness; (3)
Beneficiary as such attorney-in-fact shall only be accountable for such funds
as are actually received by Beneficiary; and (4) Beneficiary shall not be
liable to Grantor or any other person or entity for any failure to take any
action which it is empowered to take under this Section 9.3.  Notwithstanding the foregoing, Beneficiary
shall be liable for its gross negligence, willful misconduct, and bad faith in
connection with exercising its rights hereunder.  Regardless of any provision of this Deed of Trust or the Loan
Documents, Beneficiary shall not be considered to have accepted any property
other than cash or immediately available funds in satisfaction of any
obligation of Grantor to Beneficiary unless Beneficiary has given express
written notice of Beneficiary’s election of that remedy in accordance with NRS
104.9505, as it may be amended or recodified from time to time.


 


Section
9.4            Successors and Assigns.  This Deed of Trust shall be binding upon and
inure to the benefit of Beneficiary, the Lenders, Trustee and Grantor and their
respective successors and assigns. 
Grantor shall not, without the prior written consent of Beneficiary,
assign any rights, duties or obligations hereunder.


 


Section
9.5            No Waiver.  Any failure by Beneficiary, the Lenders or
Trustee to insist upon strict performance of any of the terms, provisions or
conditions of the Loan Documents shall not be deemed to be a waiver of same,
and Beneficiary, the Lenders or Trustee shall have the right at any time to
insist upon strict performance of all such terms, provisions and conditions.


 


Section
9.6            Loan Agreement.  If any conflict or inconsistency exists
between this Deed of Trust and the Loan Agreement, the Loan Agreement shall
govern.


 


Section
9.7            Release or Reconveyance.  Upon payment in full of the Indebtedness and
performance in full of the Obligations, Beneficiary, at Grantor’s expense,
shall release the liens and security interests created by this Deed of Trust or
reconvey the Trust Property to Grantor. 
Beneficiary shall also release Beneficiary’s lien and security interest
created by this Deed of Trust or reconvey the Trust Property to Grantor upon
the satisfaction of the release conditions contained in Section 3.5
or elsewhere in the Loan Agreement.


 


Section
9.8            Waiver of Stay,
Moratorium and Similar Rights.  Grantor agrees, to the full extent that it may lawfully do so,
that it will not at any time insist upon or plead or in any way take advantage
of any stay, marshalling of assets, extension, redemption or moratorium law now
or hereafter in force and effect so as to 


 


29

















 


prevent or hinder
the enforcement of the provisions of this Deed of Trust or the Indebtedness
secured hereby, or any agreement between Grantor and Beneficiary or any rights
or remedies of Beneficiary or Trustee.


 


Section
9.9            Applicable Law.  The provisions of this Deed of Trust
regarding the creation, perfection and enforcement of the liens and security
interests herein granted shall be governed by and construed under the laws of
the state in which the Trust Property is located.  All other provisions of this Deed of Trust shall be governed by
the laws of the State of California, without regard to conflicts of law principles;
provided, however, that whenever in this Deed of Trust a right is given to
Beneficiary, which right is affected by applicable Gaming Laws or Liquor Laws
or the enforcement of which is subject to applicable Gaming Laws or Liquor
Laws, the enforcement of any such right shall be subject to applicable Gaming
Laws and Liquor Laws and approval, if so required, of the applicable Gaming
Authorities or Liquor Authorities.


 


Section
9.10         Headings.  The Article, Section and Subsection titles
hereof are inserted for convenience of reference only and shall in no way
alter, modify or define, or be used in construing, the text of such Articles,
Sections or Subsections.


 


Section
9.11         Entire Agreement.  This Deed of Trust and the other Loan
Documents embody the entire agreement and understanding between Grantor and
Beneficiary and supersede all prior agreements and understandings between such
parties relating to the subject matter hereof and thereof.  Accordingly, the Loan Documents may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties.  There are no
unwritten oral agreements between the parties.


 


Section
9.12         Beneficiary as Agent; Successor Agents.


 


(a)           Agent has been
appointed to act as Agent hereunder by the Lender Group.  Agent shall have the right hereunder to make
demands, to give notices, to exercise or refrain from exercising any rights,
and to take or refrain from taking any action (including, without limitation,
the release or substitution of the Trust Property) in accordance with the terms
of the Loan Agreement, any related agency agreement among Agent and the Lender
Group (collectively, as amended, supplemented or otherwise modified or replaced
from time to time, the “Agency Documents”) and this Deed of
Trust.  Grantor and all other persons
shall be entitled to rely on releases, waivers, consents, approvals,
notifications and other acts of Agent, without inquiry into the existence of
required consents or approvals of the Lender Group therefor.


 


(b)           Beneficiary shall at
all times be the same Person that is Agent under the Agency Documents.  Written notice of resignation by Agent
pursuant to the Agency Documents shall also constitute notice of resignation as
Agent under this Deed of Trust.  Removal
of Agent pursuant to any provision of the Agency Documents shall also
constitute removal as Agent under this Deed of Trust.  Appointment of a 


 


30

















 


successor Agent pursuant to the Agency Documents shall also constitute
appointment of a successor Agent under this Deed of Trust.  Upon the acceptance of any appointment as
Agent by a successor Agent under the Agency Documents, that successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Agent as the Beneficiary under
this Deed of Trust, and the retiring or removed Agent shall promptly (i) assign
and transfer to such successor Agent all of its right, title and interest in
and to this Deed of Trust and the Trust Property, and (ii) execute and deliver
to such successor Agent such assignments and amendments and take such other
actions, as may be necessary or appropriate in connection with the assignment
to such successor Agent of the liens and security interests created hereunder,
whereupon such retiring or removed Agent shall be discharged from its duties
and obligations under this Deed of Trust. 
After any retiring or removed Agent’s resignation or removal hereunder
as Agent, the provisions of this Deed of Trust and the Agency Documents shall
inure to its benefit as to any actions taken or omitted to be taken by it under
this Deed of Trust while it was the Agent hereunder.


 


(c)           Each reference
herein to any right granted to, benefit conferred upon or power exercisable,
exercised or action taken by the “Beneficiary” shall be deemed to be a
reference to or be deemed to have been so taken, as the case may be, by
Beneficiary in its capacity as Agent pursuant to the Loan Agreement for the
benefit of the Lender Group and for the benefit of the issuer or supplier of
the Bank Product Obligations (as defined in the Loan Agreement), all as more
fully set forth in the Loan Agreement.


 


Section
9.13         No Amendments.  This Deed of Trust shall not be
in any way amended or modified unless such amendment or modification is in
writing and signed by Beneficiary.


 


ARTICLE
10

LOCAL LAW PROVISIONS


 


Section
10.1         Power of Sale.  Should default be made by Grantor in payment or performance of
any Indebtedness or other Obligation or agreement secured hereby and/or in
performance of any agreement herein, or should Grantor otherwise be in default
hereunder, Beneficiary may, subject to NRS 107.080, declare all sums
secured hereby immediately due by delivery to Trustee of a written notice of
breach and election to sell (which notice Trustee shall cause to be recorded
and mailed as required by law) and shall surrender to Trustee this Deed of
Trust.


 


After three (3) months shall have elapsed following
recordation of any such notice of breach, Trustee shall sell the property
subject hereto at such time and at such place in the State of Nevada as
Trustee, in its sole discretion, shall deem best to accomplish the objects of
these trusts, having first given notice of such sale as then required by
law.  In 


 


 


31

















 


 


the conduct of any such sale Trustee may act itself or
through any auctioneer, agent or attorney. 
The place of sale may be either in the county in which the property to
be sold, or any part thereof, is situated, or at an office of the Trustee
located in the State of Nevada.


 


Upon the request of Beneficiary or if required by law
Trustee shall postpone sale of all or any portion of said property or interest
therein by public announcement at the time fixed by said notice of sale, and shall
thereafter postpone said sale from time to time by public announcement at the
time previously appointed.


 


At the time of sale so fixed, Trustee shall sell the
property so advertised or any part thereof or interest therein either as a
whole or in separate parcels, as Beneficiary may determine in its sole and
absolute discretion, to the highest bidder for cash in lawful money of the
United States, payable at the time of sale, and shall deliver to such purchaser
a deed or deeds or other appropriate instruments conveying the property so
sold, but without covenant or warranty, express or implied.  Beneficiary and Trustee may bid and purchase
at such sale.  To the extent of the Indebtedness
secured hereby, Beneficiary need not bid for cash at any sale of all or any
portion of the Property pursuant hereto, but the amount of any successful bid
by Beneficiary shall be applied in reduction of said Indebtedness.  Trustor hereby agrees, if it is then still
in possession, to surrender, immediately and without demand, possession of said
property to any purchaser.


 


Trustee shall apply the proceeds of any such sale to
payment of expenses of sale and all charges and expenses of Trustee and of
these trusts, including costs of evidence of title and Trustee’s fees in connection
with sale; all sums expended under the terms hereof, not then repaid, with
accrued interest at the default rate determined by the Loan Agreement; all
other sums then secured hereby, and the remainder, if any, to the person or
persons legally entitled thereto.


 


Beneficiary, from time to time before Trustee’s sale,
may rescind any notice of breach and election to sell by executing, delivering
and causing Trustee to record a written notice of such rescission.  The exercise by Beneficiary of such right of
rescission shall not constitute a waiver of any breach or default then existing
or subsequently occurring, or impair the right of Beneficiary to execute and
deliver to Trustee, as above provided, other notices of breach and election to
sell, nor otherwise affect any term, covenant or condition hereof or under any
obligation secured hereby, or any of the rights, obligations or remedies of the
parties thereunder.


 


Section
10.2         Credit Bids.  At any foreclosure sale, any person, including Grantor, Trustee
or Beneficiary, may bid for and acquire the Trust Property or any part thereof
to the extent permitted by then applicable law.  Instead of paying cash for such property, Beneficiary may settle
for the purchase price by crediting the sales price of the property against the
obligations in the order provided by NRS 40.462.


 


32

















 


 


Section
10.3         Nevada Law. 
Where not inconsistent with the above, the following covenants,
Nos. 1; 2 (full replacement value); 3; 4 (the rate or rates at which
interest is computed upon default of the Indebtedness); 5; 6; 7 (attorneys’
fees as provided herein); 8 and 9 of NRS 107.030 are hereby adopted
and made a part of this Deed of Trust.


 


ARTICLE
11

INTERCREDITOR AGREEMENT


 


The lien of this Deed of Trust is superior to the lien
of the Junior Deed of Trust to the extent set forth in the Intercreditor
Agreement and this Deed of Trust is subject to the terms of the Intercreditor
Agreement.


 


[The remainder of
this page has been intentionally left blank]


 


33

















 


IN
WITNESS WHEREOF, Grantor has on the date set forth in the
acknowledgement hereto, effective as of the date first above written, caused
this instrument to be duly EXECUTED AND DELIVERED by authority duly given.


 


	
  GRANTOR:

  	
  GNLV,
  CORP., a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joanne Beckett

  	
   

  
	
   

  	
  Name:

  	
   Joanne Beckett

  	
   

  
	
   

  	
  Its:

  	
  Vice President and General
  Counsel

  	
   

  



 

















 


	
  STATE OF NEVADA

  	
  )

  	
   

  
	
   

  	
  )ss.

  	
   

  
	
  COUNTY OF CLARK

  	
  )

  	
   

  



 


This instrument was acknowledged before me on January
13, 2004, by Joanne Beckett as
Vice President and General Counsel of GNLV, CORP.


 


	
   

  	
   

  	
   

  	
  /s/ Marlene Andecs

  	
   

  
	
   

  	
   

  	
   

  	
  Signature of Notarial Officer

  	
   

  



 

















 


Exhibit A-1


 


Legal Description; Owned Property


 


PARCEL
I:


 


PARCEL
ONE (1):


 


LOTS
ONE (1) THROUGH NINETEEN (19), INCLUSIVE, IN BLOCK THIRTEEN (13) AND LOTS
TWENTY-SEVEN (27) THROUGH THIRTY-TWO (32), INCLUSIVE, IN BLOCK THIRTEEN (13) OF
CLARK’S LAS VEGAS TOWNSITE, AS SHOWN BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS,
PAGE 37, IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION,
RECORDED NOVEMBER 13, 1978 IN BOOK 969 AS DOCUMENT NO. 928271, OF OFFICIAL
RECORDS.


 


PARCEL
THREE (3):


 


THAT
PORTION OF THE VACATED STREET COMMONLY KNOWN AS CARSON AVENUE AS PROVIDED FOR
IN THAT CERTAIN ORDER OF VACATION, RECORDED NOVEMBER 8, 1985 IN BOOK 2214 AS
DOCUMENT NO. 2173941, OF OFFICIAL RECORDS.


 


PARCEL
II:


 


PARCEL
ONE (1):


 


LOTS
TWENTY (20) AND TWENTY-ONE (21) IN BLOCK THIRTEEN (13) OF CLARK’S LAS VEGAS
TOWNSITE, AS SHOWN BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN THE
OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION,
RECORDED NOVEMBER 13, 1978 IN BOOK 969 AS DOCUMENT NO. 928271, OF OFFICIAL
RECORDS.


 

















 


PARCEL
IV:


 


PARCEL
ONE (1):


 


LOTS
ONE (1) AND TWO (2) IN BLOCK FOURTEEN (14) OF CLARK’S LAS VEGAS TOWNSITE, AS
SHOWN BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN THE OFFICE OF THE
COUNTY RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION,
RECORDED MARCH 25, 1983 IN BOOK 1709 AS DOCUMENT NO. 1668172, OF OFFICIAL RECORDS.


 


PARCEL
V:


 


PARCEL
ONE (1):


 


LOTS
THREE (3) THROUGH SEVEN (7), INCLUSIVE, IN BLOCK FOURTEEN (14) OF CLARK’S LAS
VEGAS TOWNSITE, AS SHOWN BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN
THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION,
RECORDED JULY 8, 1977 IN BOOK 760 AS DOCUMENT NO. 719759 AND RECORDED MARCH 25,
1983 IN BOOK 1709 AS DOCUMENT NO. 1668172, OF OFFICIAL RECORDS.


 


PARCEL
VI:


 


PARCEL
ONE (1):


 


LOTS
NINE (9) THROUGH TWELVE (12), INCLUSIVE, IN BLOCK FOURTEEN (14) OF CLARK’S LAS
VEGAS TOWNSITE, AS SHOWN BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN
THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.


 


2

















 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION,
RECORDED MARCH 1, 1962 IN BOOK 346 AS DOCUMENT NO. 279369 AND AMENDED JULY 19,
1967 IN BOOK 810 AS DOCUMENT NO. 650610, OF OFFICIAL RECORDS.


 


PARCEL
VII:


 


PARCEL
ONE (1):


 


LOT
THIRTEEN (13) IN BLOCK FOURTEEN (14) OF CLARK’S LAS VEGAS TOWNSITE, AS SHOWN BY
MAP THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN THE OFFICE OF THE COUNTY
RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION,
RECORDED MARCH 25, 1983 IN BOOK 1709 AS DOCUMENT NO. 1668172, OF OFFICIAL
RECORDS.


 


PARCEL
VIII:


 


PARCEL
ONE (1):


 


LOT
FOURTEEN (14) IN BLOCK FOURTEEN (14) OF CLARK’S LAS VEGAS TOWNSITE, AS SHOWN BY
MAP THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN THE OFFICE OF THE COUNTY
RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION
RECORDED JULY 8, 1977 IN BOOK 760 AS DOCUMENT NO. 719758, OF OFFICIAL RECORDS.


 


PARCEL
IX:


 


PARCEL
ONE (1):


 


LOTS
FIFTEEN (15) THROUGH TWENTY-EIGHT (28), INCLUSIVE, AND LOT THIRTY (30) IN BLOCK
FOURTEEN (14) OF CLARK’S LAS VEGAS TOWNSITE, AS SHOWN BY MAP THEREOF ON FILE IN
BOOK 1 OF PLATS, PAGE 37, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY,
NEVADA.


 


3

















 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION
RECORDED JULY 8, 1977 IN BOOK 760 AS DOCUMENT NO. 719758, OF OFFICIAL RECORDS.


 


PARCEL
THREE (3):


 


THOSE
PORTIONS OF THE VACATED STREET COMMONLY KNOWN AS CARSON AVENUE AS PROVIDED FOR
IN THAT CERTAIN ORDER OF VACATION, RECORDED NOVEMBER 8, 1985 IN BOOK 2214 AS
DOCUMENT NO. 2173941, OF OFFICIAL RECORDS.


 


PARCEL
XIII:


 


LOTS
SEVENTEEN (17) THROUGH TWENTY (20), INCLUSIVE, IN BLOCK FOUR (4) OF CLARK’S LAS
VEGAS TOWNSITE, AS SHOWN BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN
THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
XIV:


 


LOTS
TWENTY-ONE (21) THROUGH THIRTY-TWO (32), INCLUSIVE, IN BLOCK FOUR (4) OF
CLARK’S LAS VEGAS TOWNSITE, AS SHOWN BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS,
PAGE 37, IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
XV:


 


THAT
PORTION OF THE NORTHWEST QUARTER (NW 1⁄4) OF THE SOUTHEAST QUARTER (SE 1⁄4) OF
SECTION 27, TOWNSHIP 20 SOUTH, RANGE 61 EAST, M.D.M., AND A PORTION OF BLOCK
ONE (1) OF THE ORIGINAL PLAT OF LAS VEGAS TOWNSITE AS SHOWN BY MAP THEREOF ON
FILE IN BOOK 1 OF PLATS, PAGE 17-B, CLARK COUNTY, NEVADA RECORDS, DESCRIBED AS
FOLLOWS:


 


COMMENCING
AT A POINT IN THE EAST LINE OF THE UNION PACIFIC RAILROAD COMPANY RIGHT OF WAY
DISTANT THEREON NORTH 27°45’00” EAST 676.17
FEET FROM THE SOUTH LINE OF THE NORTHEAST QUARTER (NE 1⁄4) OF THE SOUTHWEST
QUARTER (SW 1⁄4) OF SAID SECTION 27, SAID POINT OF BEGINNING ALSO BEING DISTANT
SOUTH 27°45’00” WEST 100 FEET FROM THE MOST NORTHERLY
CORNER OF THAT PARCEL OF LAND CONVEYED BY CARL A. HUFFEY ET UX TO J KELL
HOUSSELS, ET UX, BY DEED DATED JANUARY 15, 1946 AND RECORDED IN BOOK 41 OF
DEEDS, 


 


4

















 


PAGE
345, CLARK COUNTY, NEVADA RECORDS; THENCE SOUTH 62°15’00”
EAST A DISTANCE OF 180 FEET MORE OR LESS TO A POINT DISTANT NORTH 62°15’00”
WEST 170 FEET FROM THE WEST LINE OF MAIN STREET (80 FEET WIDE); THENCE SOUTH 27°45’00”
WEST AND PARALLEL WITH THE WEST LINE OF SAID MAIN STREET A DISTANCE OF 200 FEET
TO A POINT; THENCE NORTH 62°15’00” WEST A
DISTANCE OF 180 FEET, MORE OR LESS TO A POINT IN THE EAST LINE OF THE UNION
PACIFIC RAILROAD COMPANY RIGHT OF WAY; THENCE NORTH 27°45’00”
EAST ALONG THE EAST LINE OF SAID RAILROAD RIGHT OF WAY A DISTANCE OF 200 FEET
TO THE POINT OF BEGINNING.


 


TOGETHER
WITH THE RIGHT OF INGRESS AND EGRESS IN COMMON WITH GRANTORS, THE SURVIVORS OF
THEM, THEIR TENANTS AND ASSIGNS, FROM NORTH MAIN STREET TO THE ABOVE DESCRIBED
PARCEL OF LAND OVER AND ACROSS THE FOLLOWING DESCRIBED PARCEL OF LAND; A
PORTION OF THE SOUTHEAST QUARTER (SE 1⁄4) OF SECTION 27, TOWNSHIP 20 SOUTH, RANGE
61 EAST, M.D.M., DESCRIBED AS FOLLOWS:


 


COMMENCING
AT THE INTERSECTION OF THE NORTH LINE OF BONANZA ROAD, (FORMERLY CLARK AVENUE)
AS SAID ROAD NOW EXISTS 80 FEET IN WIDTH, WITH THE WEST LINE OF MAIN STREET,
SAID STREET NOW EXISTS 80 FEET IN WIDTH, THENCE NORTH 27°45’00”
EAST ALONG THE WEST LINE OF SAID MAIN STREET A DISTANCE OF 224.19 FEET TO A
POINT BEING THE SOUTHEAST CORNER OF THAT PARCEL OF LAND CONVEYED BY CARL A.
HUFFEY AND JULIA S. HUFFEY, TO RICHARD H. CLOUGH AND EDITH CLOUGH AND JULES C.
RENBOW BY DEED DATED JULY 16, 1945, AND RECORDED IN BOOK 39 OF DEEDS, PAGE 211,
RECORDS OF CLARK COUNTY, NEVADA BEING THE TRUE POINT OF BEGINNING; THENCE NORTH
62°15’00”
WEST ALONG THE SOUTH LINE OF THE LAST MENTIONED CONVEYED PARCEL OF LAND A
DISTANCE OF 140 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL; THENCE NORTH 27°45’
EAST ALONG THE WEST LINE OF SAID CONVEYED PARCEL TO RICHARD E. CLOUGH, ET AL,
AND ALSO ALONG THE WEST LINE OF THAT PARCEL OF LAND CONVEYED BY CARL A. HUFFEY
AND JULIA S. HUFFEY TO J. KELL HOUSSELS, SR., AND ALICE M. HOUSSELS BY DEED
DATED JULY 20, 1945 AND RECORDED IN BOOK 39 OF DEEDS, PAGE 225, RECORDS OF
CLARK COUNTY, NEVADA AND ALSO ALONG THE WEST LINE OF THE PARCEL OF LAND
CONVEYED BY CARL A. HUFFEY AND JULIA S. HUFFEY TO BERT A. STEVENS AND ETHEL MAY
STEVENS, BY DEED DATED AUGUST 28, 1945 AND RECORDED IN BOOK 40 OF DEEDS, PAGE
10, RECORDS OF CLARK COUNTY, NEVADA, AND CONTINUING NORTH 27°45’ EAST A TOTAL
DISTANCE OF 325 FEET TO A POINT; THENCE SOUTH 62°15’00”
EAST A DISTANCE OF 140 FEET TO A POINT IN THE WEST LINE OF MAIN STREET; 


 


5

















 


THENCE
NORTH 27°45’00” EAST ALONG
THE WEST LINE OF SAID MAIN STREET A DISTANCE OF 50 FEET TO A POINT; THENCE
NORTH 62°15’00” WEST A DISTANCE OF 170 FEET TO A POINT;
THENCE SOUTH 27°45’00” WEST A DISTANCE OF 399.0 FEET TO A POINT;
THENCE SOUTH 62°15’00” EAST A DISTANCE OF 170 FEET TO A POINT IN
THE WEST LINE OF SAID MAIN STREET; THENCE NORTH 27°45’00”
EAST ALONG THE WEST LINE OF SAID MAIN STREET A DISTANCE OF 24 FEET TO THE TRUE
POINT OF BEGINNING.


 


6

















 


Exhibit A-2


 


Legal Description: Ground Leased Property


 


PARCEL
III:


 


PARCEL
ONE (1):


 


LOTS
TWENTY-TWO (22) THROUGH TWENTY-SIX (26), INCLUSIVE, IN BLOCK THIRTEEN (13) OF
CLARK’S LAS VEGAS TOWNSITE, AS SHOWN BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS,
PAGE 37, IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION, RECORDED
NOVEMBER 13, 1978 IN BOOK 969 AS DOCUMENT NO. 928271, OF OFFICIAL RECORDS.


 


PARCEL
X:


 


PARCEL
ONE (1):


 


LOT
EIGHT (8) IN BLOCK FOURTEEN (14) OF CLARK’S LAS VEGAS TOWNSITE, AS SHOWN BY MAP
THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN THE OFFICE OF THE COUNTY
RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION
RECORDED MARCH 1, 1962 IN BOOK 346 AS DOCUMENT NO. 279369 AND AMENDED JULY 19,
1967 IN BOOK 810 AS DOCUMENT NO. 650610, OF OFFICIAL RECORDS.


 


PARCEL
XI:


 


PARCEL
ONE (1):


 


LOT
TWENTY-NINE (29) IN BLOCK FOURTEEN (14) OF CLARK’S LAS VEGAS TOWNSITE, AS SHOWN
BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN THE OFFICE OF THE COUNTY
RECORDER OF CLARK COUNTY, NEVADA.


 

















 


PARCEL
TWO (2):


 


THAT
PORTION OF VACATED ALLEY AS PROVIDED FOR IN THAT CERTAIN ORDER OF VACATION
RECORDED JULY 8, 1977 IN BOOK 760 AS DOCUMENT NO. 719758, OF OFFICIAL RECORDS.


 


PARCEL
XII:


 


PARCEL
ONE (1):


 


LOTS
THIRTY-ONE (31) AND THIRTY-TWO (32) IN BLOCK FOURTEEN (14) OF CLARK’S LAS VEGAS
TOWNSITE, AS SHOWN BY MAP THEREOF ON FILE IN BOOK 1 OF PLATS, PAGE 37, IN THE
OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.


 


PARCEL
TWO (2):


 


THOSE
PORTION OF VACATED ALLEYS AS PROVIDED FOR IN THOSE CERTAIN ORDERS OF VACATION,
RECORDED MARCH 1, 1962 IN BOOK 346 AS DOCUMENT NO. 279369 AND AMENDED JULY 19,
1967 IN BOOK 810 AS DOCUMENT NO. 650610 AND RECORDED JULY 8, 1977 IN BOOK 760
AS DOCUMENT NO. 719758 AND 719759, AND RECORDED MARCH 25, 1983 IN BOOK 1709 AS
DOCUMENT NO. 1688172, OF OFFICIAL RECORDS.


 


2

















 


Exhibit B


 


Description of Ground Leases


 


AS TO PARCEL III:


 


LEASE
BY AND BETWEEN ELIZABETH PROPERTIES TRUST, ELIZABETH ZAHN, LESSOR, AND GOLDEN
NUGGET, INC., A NEVADA CORPORATION, LESSEE, RECORDED MAY 20, 1976 IN BOOK 623
AS DOCUMENT NO. 582418, UPON AND SUBJECT TO ALL OF THE PROVISIONS THEREIN
CONTAINED; AND THEREAFTER THE TRUSTORS INTEREST WAS ASSIGNED TO GNLV, CORP., A
NEVADA CORPORATION BY MESNE ASSIGNMENTS OF RECORD, THE LAST OF WHICH WAS DATED
MAY 9, 1986, RECORDED JUNE 23, 1986 IN BOOK 860623 AS DOCUMENT NO. 00182.


 


AS TO PARCELS XI AND XII:


 


LEASE
BY AND BETWEEN FIRST NATIONAL BANK OF NEVADA, TRUSTEE UNDER PRIVATE TRUST NO.
87, LESSOR, AND GOLDEN NUGGET, INC., A NEVADA CORPORATION, LESSEE, RECORDED
JULY 5, 1973 IN BOOK 343 AS DOCUMENT NO. 302700, UPON AND SUBJECT TO ALL OF THE
PROVISIONS THEREIN CONTAINED; AND THEREAFTER THE TRUSTORS INTEREST WAS ASSIGNED
TO GNLV CORP., A NEVADA CORPORATION BY MESNE ASSIGNMENTS OF RECORD, THE LAST OF
WHICH WAS DATED MAY 9, 1986, RECORDED JUNE 23, 1986 IN BOOK 860623 AS DOCUMENT
NO. 00176.


 


AS TO PARCEL X:


 


LEASE
BY AND BETWEEN FRATERNAL ORDER OF EAGLES, LAS VEGAS AERIE 1213, LESSOR, AND
GOLDEN NUGGET, INC., A NEVADA CORPORATION, LESSEE, RECORDED SEPTEMBER 12, 1962
IN BOOK 386 AS DOCUMENT NO. 311481, UPON AND SUBJECT TO ALL OF THE PROVISIONS
THEREIN CONTAINED; AND THEREAFTER THE TRUSTORS INTEREST WAS ASSIGNED TO GNLV,
CORP., A NEVADA CORPORATION BY MESNE ASSIGNMENTS OF RECORD, THE LAST OF WHICH
WAS DATED MAY 9, 1986, RECORDED JUNE 23, 1986 IN BOOK 860623 AS DOCUMENT NO.
00179.


 

















 


ASSESSOR’S
PARCEL NOS:

139-34-210-031 ; 139-34-210-032 ;

137-34-210-045 ; 139-34-111-050 ;

139-27-702-014 ; 139-34-111-049 ;

139-34-111-051 ; 139-34-111-052 ; 

139-27-310-093


 


SEND PROPERTY TAX STATEMENTS

TO:  GNLV, Corp.

129 East Fremont Street

Las Vegas, Nevada 89101


 


WHEN
RECORDED MAIL TO:

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor

Los Angeles, California 90071

Attention:  John Francis Hilson, Esq.


 


 


DEED
OF TRUST, ASSIGNMENT

OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT

(FEE AND LEASEHOLD)




by and from


 


GNLV,
CORP., “Grantor”


 


to


 


NEVADA
TITLE COMPANY, “Trustee”


 


for
the benefit of


 


WELLS
FARGO FOOTHILL, INC.,

in its capacity as lender, arranger, administrative agent and documentation
agent,

“Beneficiary”


 


Dated
as of January 23, 2004


 

















 


	
   

  	
  Municipality:

  	
   

  	
  Las Vegas

  
	
   

  	
  County:

  	
   

  	
  Clark

  
	
   

  	
  State:

  	
   

  	
  Nevada

  



 


This
Deed of Trust is to be filed and indexed in the real estate records and is also
to be indexed in the index of Financing Statements of Clark County, Nevada
under the names of GNLV, CORP., a Nevada corporation, as Debtor, and Wells
Fargo Foothill, Inc., in its capacity as lender, arranger, administrative agent
and documentation agent, as secured party. 
Grantor’s organizational number is Nevada file number C1348-1974.  Information concerning the security interest
may be obtained from Beneficiary at the following address:  2450 Colorado Avenue, Suite 3000 West, Santa
Monica, California 90404.


 


This
Deed of Trust is to be governed by the provisions of NRS 106.300 through
NRS 106.400 inclusive.  The maximum
amount to be secured by the Deed of Trust is $35,000,000.  Without limiting the foregoing, any and all
future advances by Agent or Lender Group to Borrowers made for the improvement,
protection or preservation, together with interest at the rate applicable to
overdue principal set forth in the Loan Agreement, shall be automatically
secured hereby unless such a document evidencing such advances specifically
recites that it is not intended to be secured hereby, and the payment of all
sums expended or advanced by Agent or Lender Group under or pursuant to the
terms hereof or the Loan Agreement or to protect the security hereof, together
with interest thereon as herein provided (without limiting the generality of
the protections afforded by NRS Chapter 106), and funds disbursed
that, in the reasonable exercise of Agent’s judgment, are needed for improving
the Trust Property or to protect Lender’s security in the Trust Property are to
be deemed obligatory advances hereunder and will be added to the total
indebtedness secured by this Deed of Trust and such indebtedness shall be
increased accordingly.