Exhibit 10.7


 


DEED OF TRUST,
ASSIGNMENT OF

RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT

(Arizona)


 


THIS DEED OF
TRUST, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT
(as amended, supplemented or otherwise modified from time to time, this “Deed of Trust”) is dated as of January 23,
2004 and is made by and from GNL, CORP.,
a Nevada corporation (“Grantor”),
whose address is 2300 South Casino Drive, Laughlin, NV 89028 to TRANSNATION TITLE INSURANCE COMPANY, a
Nevada corporation (“Trustee”),
with an address at 1316 Stockton Hill Road, Kingman, Arizona 86401 for the
benefit of WELLS FARGO BANK, N.A.,
a national banking association organized under the laws of the United States of
America, in its capacity as Collateral Agent for the Holders and the Indenture
Trustee (the “Agent”) pursuant to
the Indenture (as defined below), having an address at Corporate Trust
Services, Sixth Street and Marquette Avenue, MAC N9303-120, Minneapolis, MN
55479, Attn: Jane Y. Schweiger (Agent, together with its successors and
assigns, is referred to herein as  “Beneficiary”).


 


RECITALS:


 


WHEREAS, Grantor
is the owner of a fee estate in the real property described in Exhibit A
attached hereto.


 


WHEREAS, Poster
Financial Group, Inc. (referred to herein as the context requires as “Parent”), the Guarantors under the
Indenture, (including Parent’s subsidiary, Grantor) and HSBC Bank USA, as
trustee (the “Indenture Trustee”), have entered into that certain Indenture
dated as of December 3, 2003 (as amended, supplemented or otherwise
modified heretofore or hereinafter from time to time, the “Indenture”), which Indenture
provides for the issuance of certain 8 3/4% Senior Secured Notes due 2011 (the
Initial Notes together with all Additional Notes and Exchange Notes, the “Notes”).  The Indenture requires Grantor to grant this
Deed of Trust to Trustee for the benefit of the Agent to secure the due and
punctual payment of all principal and interest under the Notes and the
Guarantees and the performance of all other obligations of Parent and the
Guarantors to the Holders or the Indenture Trustee.


 


WHEREAS, Grantor
is receiving a good and valuable benefit, the sufficiency and receipt of which
is hereby acknowledged, from the issuance of the Notes secured hereby.


 

















 


ARTICLE 1


DEFINITIONS


 


Section 1.1                                   Definitions.  All capitalized terms used herein without
definition shall have the respective meanings ascribed to them in the
Indenture.  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, Parent and any of the other Guarantors to (i)
Beneficiary, (ii) Indenture Trustee, (iii) the Holders or (iv) HSBC Bank USA,
as agent and as securities intermediary (“Pledge Agent”) under the Pledge Agreement
dated as of the date hereof by and between Parent, Indenture Trustee and Pledge
Agent (“Pledge
Agreement”), including, without limitation: the due and punctual
payment of principal of and interest and Additional Interest, if any, on the
Notes when and as the same shall be due and payable, whether on an Interest
Payment Date, at maturity, by acceleration, repurchase, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes
and the performance of all other obligations (including without limitation
fees, costs, expenses, charges and indemnification obligations) of the Parent
and the Guarantors, including Grantor, to the Holders or the Indenture Trustee
or Beneficiary or Pledge Agent under the Indenture, the Notes, the Guarantees,
the Pledge Agreement and any other Indebtedness Documents, according to the
terms hereunder or thereunder.


 


(c)                                  “Obligations”:
All of the agreements, covenants, conditions, warranties, representations and
other obligations of Grantor, Parent and the other Guarantors under the
Indenture, the Notes, the Guarantees, and any other Indebtedness Documents, and
any other “Obligations,” as defined under the Indenture.


 


(d)                                 “Trust Property”:  All of Grantor’s interest in (1) the
fee estate in the real property described in Exhibit A 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)
(the “Operational
Property”), (4)


 


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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 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 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 (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


 


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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 Indenture, to the extent the same do not
materially impair the normal operation of the 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.


 


(g)                                 “CFC”:  a controlled foreign corporation (as that
term is defined in the Internal Revenue Code of 1986, as in effect from time to
time and any successor statute).


 


(h)                                 “Excluded
Assets”:  (a)  any
Investment Property of Parent, Grantor or any other Guarantor constituting Stock
of such Person’s Subsidiaries that are CFCs, solely to the extent that such
Investment Property is in excess of 65% of the Stock of such CFC, (b) any
agreements, permits, or licenses (including the Permits) solely in the event
and to the extent that a grant of a Lien on such license, contract, or
agreement is prohibited by law or results in a breach or termination of the
terms of, or constitutes a default under, or termination of any such license,
contract, or agreement (other than to the extent that any such term would be
rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of
the Uniform Commercial Code (or any successor provision or provisions) of any
relevant jurisdiction) and, in any event, immediately upon the ineffectiveness,
lapse or termination of any such terms or default under such license, contract
or agreement, the Excluded Assets shall not include, and Grantor shall be
deemed to have granted a security interest in, all such licenses, contracts, or
agreements as if such terms or defaults had never been in effect; provided,
however, that Excluded Assets shall not include (and, accordingly, Trust
Property shall include) any and all proceeds of any of such assets; provided,
further, that any agreement, permit, license, or the like qualifying as an
Excluded Asset under clause (b) above no longer shall constitute an
Excluded Asset (and instead shall constitute Trust Property) from and after
such time as the lessor, licensor, or other party to such agreement, permit,
license, or the like consents to the grant of a Lien in favor of Beneficiary in
such agreement, permit, license,


 


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or the like or the prohibition against granting a Lien
therein in favor of Beneficiary shall cease to be effective, (c) the Government
Treasury Strips, and (d) the Stock of Parent’s Subsidiaries that are licensed
or registered under the Gaming Laws and are “Pledged Collateral” pursuant to
the Stock Pledge Agreement entered into as of the date hereof by and between
Parent and the other Pledgors pursuant thereto and Beneficiary.


 


(i)                                     “FF&E
Financing Arrangements”: 
Only to the extent the same constitutes Permitted Debt under the
Indenture, 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 Hotel.


 


(j)                                     “Government
Treasury Strips”:  those
certain United States Treasury securities in an amount not to exceed $3,089,752
currently maintained by Mirage Resorts, Incorporated in a restricted account
for the benefit of GNLV, Corp. as a reserve in accordance with Nevada Gaming
Commission Regulation 5.115, pursuant to the order of the Nevada Gaming
Commission dated August 27, 1993, and to be maintained after the Closing
Date in a restricted account of GNLV, Corp. as a reserve pursuant to Gaming
Laws, securing periodic payments due to a progressive slot machine jackpot
winner at GNLV, Corp., which jackpot totaled $3,089,752 payable in 20 equal
annual installments of $154,488, without interest, commencing
September 24, 1988 and ending September 24, 2007.


 


(k)                                  “Hotel”:  That portion of the Improvements being a
hotel.


 


(l)                                     “Indebtedness
Documents”:  The Indenture,
the Notes, the Guarantees, the Collateral Documents, including this Deed of
Trust, the Pledge Agreement and any other documents executed and delivered in
connection with the issuance of the Notes and the Guarantees.


 


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


 


(n)                                 “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 Liquor Authorities) and all
officials and officers thereof, applicable to the Trust Property and the use
thereof, including Liquor Laws.


 


(o)                                 “Liquor
Authorities”:  the Department
of the Treasury Bureau of Alcohol, Tobacco and Firearms, and any agency,
authority, board, bureau, commission, department, office or instrumentality of
any nature whatsoever of the United States, the State of Arizona, or any
foreign government, any other state, or any province


 


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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.


 


(p)                                 “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.


 


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


 


(r)                                    “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 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 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 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
Hotel, or for any other development of the Land, as amended from time to time;
(e) customer lists utilized in the operation of the Hotel including lists of
transient guests and restaurant and bar patrons; and (f) all of the goodwill in
connection with the foregoing Operating Assets and in connection with the
operation of the Hotel.


 


(s)                                  “Permits”:  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.


 


(t)                                    “Stock”:  all shares, options, warrants, limited
liability, membership or other interests, participations, or other equivalents
(regardless of how designated) of or in a Person, whether voting or nonvoting,
including common stock, preferred stock, or any other “equity security” (as
such term is defined in Rule 3a11-1 of the General Rules and Regulations
promulgated by the United States Securities and


 


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Exchange Commission and any successor thereto under
the Securities Exchange Act of 1934, as in effect from time to time).


 


(u)                                 “Superior
Deed of Trust”:  that certain
Deed of Trust, Assignment of Rents and Leases, Fixture Filing and Security
Agreement by and from Grantor to Trustee for the benefit of Wells Fargo
Foothill, Inc. as arranger, administrative agent and documentation agent of the
same date as this Deed of Trust securing the Trust Property.


 


(v)                                 “Tangible
Personal Property”:  the
following items of 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 operations of the 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)                        china,
glassware, linens, kitchen utensils, silverware and uniforms; and


 


(iii)                     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;


 


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


 


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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 this Deed of Trust 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 Indenture.


 


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 attached hereto, in fee
simple, free and clear of any liens, claims or interests, except the Permitted
Liens (ii) 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 interests, except the Permitted Liens and (iii) 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 liens and security interests against the
Trust Property, second in priority to the lien of the Superior Deed of Trust
only.


 


Section 3.2                                   Priority.  Grantor shall preserve and protect the
second lien and security interest status of this Deed of Trust (and, following
satisfaction and discharge of the Superior Deed of Trust, the first lien and
security interest status of this Deed of Trust).  If Grantor has knowledge of any lien or security interest, other
than the Permitted Liens, that 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 and provide a bond or other security
satisfactory to Beneficiary, and act in compliance with any other requirements
of the Indenture.


 


Section 3.3                                   Payment
and Performance.  Grantor shall
pay or cause Parent or the other Guarantors to pay the Indebtedness when due
under the Notes and the other Indebtedness Documents and shall perform or cause
Parent or the other Guarantors 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 Indebtedness Documents, and free


 


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and clear of any other lien or security interest
except such as may be permitted under the Indenture or first approved in
writing by Beneficiary.


 


Section 3.5                                   Inspection.  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.


 


Section 3.6                                   Other
Covenants.  All of the covenants
in the Indenture 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 Indenture, 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 Indenture. 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.


 


(b)                                 Insurance
Proceeds.  Without limitation to the
requirements of Section 4.23 of the Indenture, Grantor shall maintain such
insurance coverage as is customarily carried by owners and operators of
comparable hotels in Mohave County, Arizona and in no event less than that
required under the Superior Deed of Trust. 
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 Indenture,
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.  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


 


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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 Superior Deed of Trust and,
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 INDENTURE, 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, INDENTURE TRUSTEE AND/OR HOLDERS, AT THEIR 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.


 


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Section 3.10                            Security Deposits.  To the extent required by law, or after an
Event of Default has occurred and during its continuance, 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.


 


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


 


(a)                                  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;


 


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


 


(c)                                  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


 


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


 


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Section 3.12                            Additional
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 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 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 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
Leases.  If Beneficiary or Trustee
serves upon Grantor the notice described above, Grantor shall not seek to
reject any of the 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 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 Leases, including, without limitation, any
act, deed, matter or thing whatsoever that Grantor may do in order to cure a
default under the applicable 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 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 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 Leases in which Beneficiary elects to participate, Grantor
hereby irrevocably appoints Beneficiary and Trustee as its true and 


 


12

















 


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.


 


Section 3.13                            Estoppel Certificates.  Grantor shall use commercially reasonable
efforts to obtain and deliver to Beneficiary within twenty (20) days after
written demand by Beneficiary, an estoppel certificate from the applicable
lessee under the Leases setting forth (i) the name of the lessee and the
lessor thereunder, (ii) that the applicable 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 Lease, (iv) the date to which all
rental charges have been paid by the lessee under the applicable 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 Lease and, if there are,
setting forth the nature thereof in reasonable detail, and (vii) if the
lessee under the applicable Lease shall be in default, the default.


 


Section 3.14                            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 3.15                            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 comparable
hotels in Mohave County, Arizona. 
Grantor shall occupy and continuously operate the Hotel and keep the
Hotel supplied with Tangible Personal Property, all in a manner consistent with
the standards of comparable hotels in Mohave County, Arizona.


 


Section 3.16                            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


 


13

















 


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 comparable hotels in Mohave
County, Arizona, (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 Arizona, in a form generally and
customarily used by such 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 primary
use of the Hotel from its use as a 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 Indenture) 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 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 Hotel for
more than 90 consecutive days, in either case, other than as a result of an Asset
Sale permitted under the Indenture or any voluntary relinquishment that is, in
the judgment of the Board of Directors of Parent, both desirable in the conduct
of the business of Parent and its Restricted


 


14

















 


Subsidiaries, taken as a whole, and not
disadvantageous in any material respect to the Holders;


 


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


 


(d)                                 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 Indenture and in accordance with the provisions
thereof, 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)  apply the receipts from the Premises to the payment of the
Indebtedness, after deducting


 


15

















 


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.


 


(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, the Indenture Trustee or any of
the Holders 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


 


16

















 


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 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 Indebtedness
Document; or (3) to the extent permitted by applicable law, recover judgment on
the Indenture 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.


 


(i)                                     Exercise
all other rights, remedies and recourses granted under the Indebtedness
Documents or otherwise available at law or in equity and including, without
limitation, that Beneficiary shall have all of the rights and remedies
available under Arizona Revised Statutes Section 33-702.


 


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 Indebtedness 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 Indebtedness 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)


 


17

















 


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 Indebtedness
Documents or otherwise at law or equity shall be deemed to cure any Event of
Default.


 


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 Indebtedness Documents or
their status as a lien and security interest in and to the Trust Property
second in priority to the Superior Deed of Trust only.  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 Indebtedness Documents, and (c) any right to a
marshalling of assets or a sale in inverse order of alienation.


 


Section 5.6                                   Discontinuance
of Proceedings.  If Beneficiary
or Trustee shall have proceeded to invoke any right, remedy or recourse
permitted under the Indebtedness 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 Indebtedness 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
Indebtedness 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:


 


18

















 


(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 Indenture; 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 Indebtedness 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 Applicable Rate, 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 Indebtedness Documents, or the enforcement, compromise or settlement of
the Indebtedness or any claim under this Deed of Trust and the other
Indebtedness Documents, and for the curing thereof, or for defending or
asserting the rights and claims of Beneficiary in respect thereof, by
litigation or otherwise.


 


19

















 


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 Indebtedness 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, INDENTURE TRUSTEE AND/OR
HOLDERS TO ACCELERATE THE INDEBTEDNESS EVIDENCED BY THE INDENTURE OR OTHER
INDEBTEDNESS 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 Indenture,
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


 


20

















 


Rents and to hold the Rents in trust for use in the
payment and performance of the 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, 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 Superior 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.


 


21

















 


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, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds,
Proceeds, Insurance and Condemnation Awards. 
To this end, Grantor grants to Beneficiary a security interest in
the Operational Property, Fixtures, Leases, Rents, Deposit Accounts, Property
Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards and all
other Trust Property which is personal property, second in priority to the
security interest created by the Superior Deed of Trust only, to secure the
payment of the Indebtedness and performance of the Obligations 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, 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 shall provide
authorization for 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 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 Liquor


 


22

















 


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 the applicable Liquor Laws and to be limited solely to the extent
necessary to not render the provisions of this Deed of Trust invalid or
unenforceable, in whole or in part.  Beneficiary
will timely apply for and receive all required approvals of the applicable
Liquor Authorities 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 conclusively presumed to be
executed with authority, valid and sufficient, without further proof of any
action.


 


23

















 


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 13.02
of the Indenture to the addresses of the parties hereto set forth in the
Preamble hereof.


 


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 Indenture and the other Indebtedness
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, 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 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


 


24

















 


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
Applicable Rate; (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.


 


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 Indebtedness Documents shall not be
deemed to be a waiver of the same, and Beneficiary, the Indenture Trustee, the
Holders or Trustee shall have the right at any time to insist upon strict
performance of all such terms, provisions and conditions.


 


Section 9.6                                   Indenture.  If any conflict or inconsistency exists
between this Deed of Trust and the Indenture, the Indenture 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 Indenture.


 


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 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 


 


25

















 


the Trust Property is located.  All other provisions of this Deed of Trust
shall be governed by the laws of the State of New York, 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
Liquor Laws or the enforcement of which is subject to applicable Liquor Laws,
the enforcement of any such right shall be subject to applicable Liquor Laws
and approval, if so required, of the applicable 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 Indebtedness 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 Indebtedness 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 Indenture Trustee.  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 Indenture, any related agency agreement between Agent and the Indenture
Trustee (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 Indenture Trustee 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 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


 


26

















 


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, together with its successors and assigns, in its capacity as
Collateral Agent pursuant to the Indenture for the benefit of the Holders, all
as more fully set forth in the Indenture


 


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                            Without
obtaining the prior written consent of Beneficiary, Grantor shall not consent
to, or vote in favor of, the inclusion of all or any part of the Trust Property
in any Community Facilities District formed pursuant to the Community
Facilities District Act, A.R.S. Section 48-701, et seq., as amended from
time to time.  Grantor shall immediately
give notice to Beneficiary of any notification or advice that Grantor may
receive from any municipality or other third party of any intent or proposal to
include all or any part of the Trust Property in a Community Facilities
District. Beneficiary shall have the right to file a written objection to the
inclusion of all or any part of the Trust Property in a Community Facilities
District, either in its own name or in the name of Grantor, and to appear at,
and participate in, any hearing with respect to the formation of any such
district.


 


Section 10.2                            Grantor,
upon the advice of legal counsel, and being fully informed of the consequences
thereof, hereby expressly waives and relinquishes any right or remedy which it
may have, or be otherwise entitled to assert, by reason of the provisions of
Arizona Revised Statutes, Sections 12-1641 and 12-1642, Arizona Revised
Statutes, Section 44-142, and 16 Arizona Rules of Civil Procedure, Rule
17(f), or by


 


27

















 


reason of any other provision of Arizona law (whether
pursuant to statute, case authority or otherwise) pertaining to or granting
rights of or to sureties or guarantors.


 


Section 10.3                            Throughout
this Deed of Trust, the term “Grantor” shall have the same meaning as and
include the term “Trustor” as such word is defined in ARS § 33-801(9).


 


Section 10.4                            Throughout
this Deed of Trust, the term “Agent” shall have the same meaning as and include
the term “Beneficiary” as such word is defined in ARS § 33-801(1).


 


Section 10.5                            Terms
and other provisions referenced in this Deed of Trust but not expressly set
forth herein may be obtained by contacting the Beneficiary at its address set
forth in the preamble to this Deed of Trust.


 


ARTICLE 11


INTERCREDITOR AGREEMENT


 


The lien of this Deed of Trust is subordinate to the lien of the
Superior 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]


 


28

















 


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:

  	
  GNL,
  CORP., a Nevada corporation  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas C. Breitling

  	
   

  
	
   

  	
  Name:

  	
  Thomas C. Breitling

  	
   

  
	
   

  	
  Its:

  	
  President

  	
   

  



 

















 


	
  STATE OF NEVADA

  	
  )

  
	
   

  	
  )ss.

  
	
  COUNTY OF CLARK

  	
  )

  



 


This instrument was
acknowledged before me on  January 21,
2004, by Thomas Breitling as
President of GNL, CORP., a Nevada corporation.


 


 


	
   

  	
  /s/ Lenore J. DiVicino

  	
   

  
	
   

  	
  Signature of Notarial Officer

  



 

















 


Exhibit A


 


Legal Description


 


A parcel of land lying
within the North half of the South half of the Northeast quarter of the
Southeast quarter (N 1⁄2 of S 1⁄2 of NE 1⁄4 of SE 1⁄4) of
Section 1, Township 20 North, Range 22 West of the Gila and Salt River
Base and Meridian, Mohave County, Arizona, and a portion of that unnumbered Lot
in Block 10-A, Bullhead City, Arizona, Unit No. 2, as shown on the plat
thereof, recorded August 5, 1942 at Fee No. 22210 in the office of the
County Recorder, Mohave County, Arizona, commonly referred to as a portion of
Lot 3, Block 10-A, Bullhead City, Unit 2, described as follows:


 


COMMENCING at a 1 inch
iron pipe described as the Southwest corner of Royal Rio Park, a subdivision
recorded April 26, 1961, at Reception No. 102858 and accepted as the
Northwest corner of said North half of the South half of the Northeast quarter
of the Southeast quarter of said Section 1;


Thence South 00 degrees
02 minutes 00 seconds West, a distance of 126.28 feet to a point at which set a
1⁄2 inch rebar tagged PE 12284, said point being the TRUE POINT OF BEGINNING;


Thence continuing South
00 degrees 02 minutes 00 seconds West, a distance of 102.40 feet;


Thence South 07 degrees
42 minutes 00 seconds West, a distance of 106.75 feet;


Thence South 88 degrees
00 minutes 00 seconds East, a distance of 14.25 feet;


Thence North 00 degrees
02 minutes 00 seconds East, a distance of 2.00 feet;


Thence South 89 degrees
58 minutes 53 seconds East, a distance of 485.00 feet;


Thence North 00 degrees
02 minutes 00 seconds East, a distance of 206.00 feet;


Thence North 89 degrees
54 minutes 00 seconds West, a distance of 485.00 feet returning to the True
Point of Beginning.


 


Being the same land as
the following:


 


A parcel of land lying
within the North half of the South half of the Northeast quarter of the
Southeast quarter (N1/2 of S1/2 of NE1/4 of SE1/4 Section 1, Township 20
North, Range 22 West of the Gila and Salt River Meridian, Mohave County,
Arizona, and a portion of that unnumbered Lot in Block 10-A, Bullhead City,
Arizona, Unit No. 2, as shown on the plat thereof, recorded August 5, 1942
at Fee No. 22210 on the Office of the County Recorder, Mohave County, Arizona,
commonly referred to as a portion of Lot 3, Block 10-A, Bullhead City, Unit 2,
described as follows:


 


Commencing at a 1 inch
iron pipe described as the Southwest corner of Royal Rio Park, a subdivision
recorded April 26, 1961 at Reception No. 102858 and accepted as the Northwest
corner of said North half of the South half of the Northeast quarter of the 


 

















 


Southeast quarter of said
Section 1 and running thence, South 00 ̊02’00” West, a distance of
126.28 feet to a point at which found a 1/2 inch rebar with yellow plastic cap
(YPC), RLS 16617 and said point being the true POINT OF BEGINNING;


 


Thence, South
00 ̊02’00” West, a distance of 102.40 feet to a point (fd. 1/2 inch
rebar/YPC, RLS 16617);


 


Thence, South
07 ̊51’04” West, a distance of 105.70 feet (record =South 07 ̊42’00”
West, 106.75 feet) to a point (fd. 5/8 inch rebar/RPC, RLS 19319);


 


Thence, South
87 ̊20’14” East, a distance of 13.81 feet (record =South 88 ̊00’00”
East, 14.25 feet) to a point (fd. 1/2 inch rebar/YPC RLS 16617);


 


Thence, North
14 ̊39’59” East, 2.00 feet (record = North 00 ̊02’00” East, 2.00 feet)
to a point (fd. 1/2 inch rebar/RLS 16617);


 


Thence, South
89 ̊41’46” East, 485.00 feet (record = South 89 ̊58’53” East, 485.00
feet) to a point (fd. 1/2 inch rebar/YPC, RLS 16617;


 


Thence, North
00 ̊19’17” East, 205.98 feet (record = North 00 ̊02’00” East, 206.00
feet) to a point (fd. 1/2” rebar/YPC, RLS 16617;


 


Thence, North
89 ̊42’57” West, 485.95 feet (record = North 89 ̊54’00” West, 485.00
feet) to the POINT OF BEGINNING.


 


The parcel of land herein
described containing 2.31 acres, more or less.


 


2

















 


PREPARED BY, RECORDING 

REQUESTED BY, AND WHEN 

RECORDED MAIL TO:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention:  David A. Berlyne, Esq.


 


DEED OF TRUST, ASSIGNMENT

OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT


 


by and from


 


GNL, CORP., “Grantor”


 


to


 


TRANSNATION TITLE INSURANCE COMPANY, “Trustee”


 


for the benefit of


 


WELLS FARGO BANK,
N.A.,

in its capacity as Collateral Agent, “Beneficiary”


 


Dated as of January 23, 2004


 


	
   

  	
  Municipality:

  	
  Bullhead
  City

  
	
   

  	
  County:

  	
  Mohave

  
	
   

  	
  State:

  	
  Arizona