Exhibit 10.88

MASTER LEASE

Dated
as of December 21, 2001

among

MANDALAY
RESORT GROUP,
MANDALAY CORP.,
RAMPARTS, INC.,
NEW CASTLE CORP., and
CIRCUS CIRCUS CASINOS, INC.,
as Lessees,

and

WELLS
FARGO BANK NORTHWEST, N.A.,
not in its individual capacity, but solely
as Trustee under the
Trust Agreement
dated as of December 21, 2001,
as Lessor

Mandalay
2001A Lease Financing

This
Master Lease has been executed in several counterparts. To the extent, if any, that this Master Lease constitutes chattel paper (as such term is defined in the Uniform Commercial
Code as in effect in any applicable jurisdiction), no lien on this Master Lease (or any Lease Supplement relating hereto) may be created through the transfer or possession of any counterpart other
than the original counterpart containing the receipt therefor executed by Collateral Agent on or following the signature page hereof (or thereof).

This counterpart is not the original counterpart.

---

TABLE OF CONTENTS

|ARTICLE I    |              | DEFINITIONS                                |                                                                | 1 
|------------ | ------------ | ------------------------------------------ | -------------------------------------------------------------- | --
|             | SECTION 1.1  |                                            | Definitions; Interpretation                                    |   
|ARTICLE II   |              | LEASE OF EQUIPMENT; LEASE TERM             |                                                                | 1 
|             | SECTION 2.1  |                                            | Acceptance and Lease of the Equipment                          |   
|             | SECTION 2.2  |                                            | Acceptance Procedure                                           |   
|             | SECTION 2.3  |                                            | Lease Term                                                     |   
|             | SECTION 2.4  |                                            | Title                                                          |   
|             | SECTION 2.5  |                                            | Personal Property                                              |   
|ARTICLE III  |              | PAYMENT OF RENT                            |                                                                | 2 
|             | SECTION 3.1  |                                            | Rent                                                           |   
|             | SECTION 3.2  |                                            | Payment of Basic Rent                                          |   
|             | SECTION 3.3  |                                            | Supplemental Rent                                              |   
|             | SECTION 3.4  |                                            | Method of Payment                                              |   
|ARTICLE IV   |              | QUIET ENJOYMENT; RIGHT TO INSPECT          |                                                                | 3 
|             | SECTION 4.1  |                                            | Non-Interference                                               |   
|             | SECTION 4.2  |                                            | Inspection and Reports                                         |   
|ARTICLE V    |              | NET LEASE, ETC.                            |                                                                | 4 
|             | SECTION 5.1  |                                            | Net Lease                                                      |   
|             | SECTION 5.2  |                                            | No Termination or Abatement                                    |   
|ARTICLE VI   |              | SUBLEASES                                  |                                                                | 5 
|             | SECTION 6.1  |                                            | Subleases                                                      |   
|ARTICLE VII  |              | LESSEE ACKNOWLEDGMENTS                     |                                                                | 6 
|             | SECTION 7.1  |                                            | Condition of the Equipment                                     |   
|             | SECTION 7.2  |                                            | Risk of Loss                                                   |   
|             | SECTION 7.3  |                                            | Certain Duties and Responsibilities of Lessor                  |   
|ARTICLE VIII |              | POSSESSION AND USE OF THE EQUIPMENT, ETC.  |                                                                | 7 
|             | SECTION 8.1  |                                            | Possession and Use of the Equipment                            |   
|             | SECTION 8.2  |                                            | Compliance with Requirements of Law and Insurance Requirements |   
|ARTICLE IX   |              | MAINTENANCE AND REPAIR; REPORTS; PERSONNEL |                                                                | 8 
|             | SECTION 9.1  |                                            | Maintenance and Repair                                         |   
|             | SECTION 9.2  |                                            | Maintenance and Repair Reports                                 |   
|ARTICLE X    |              | MODIFICATIONS, SUBSTITUTIONS, ETC.         |                                                                | 9 
|             | SECTION 10.1 |                                            | Alterations and Modifications                                  |   
|             | SECTION 10.2 |                                            | Title to Modifications                                         |   
|             | SECTION 10.3 |                                            | Optional Equipment Substitutions                               |   
|ARTICLE XI   |              | COVENANTS WITH RESPECT TO LIENS            |                                                                | 12
|             | SECTION 11.1 |                                            | Covenants with Respect to Liens                                |   
|ARTICLE XII  |              | PERMITTED CONTESTS                         |                                                                | 13
|             | SECTION 12.1 |                                            | Permitted Contests in Respect of Applicable Laws               |   

i

---

|ARTICLE XIII  |              | INSURANCE                                        |                                                          | 13
|------------- | ------------ | ------------------------------------------------ | -------------------------------------------------------- | --
|              | SECTION 13.1 |                                                  | Required Coverages                                       |   
|              | SECTION 13.2 |                                                  | Insurance Coverage                                       |   
|              | SECTION 13.3 |                                                  | Delivery of Insurance Certificates                       |   
|              | SECTION 13.4 |                                                  | Insurance by Lessor, Collateral Agent or any Participant |   
|ARTICLE XIV   |              | CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS |                                                          | 15
|              | SECTION 14.1 |                                                  | Casualty                                                 |   
|              | SECTION 14.2 |                                                  | Environmental Matters                                    |   
|              | SECTION 14.3 |                                                  | Notice of Environmental Matters                          |   
|ARTICLE XV    |              | TERMINATION OF LEASE                             |                                                          | 18
|              | SECTION 15.1 |                                                  | Termination upon Certain Events                          |   
|              | SECTION 15.2 |                                                  | Termination Procedures                                   |   
|ARTICLE XVI   |              | EVENTS OF DEFAULT                                |                                                          | 19
|              | SECTION 16.1 |                                                  | Lease Events of Default                                  |   
|              | SECTION 16.2 |                                                  | Remedies                                                 |   
|              | SECTION 16.3 |                                                  | Waiver of Certain Rights                                 |   
|              | SECTION 16.4 |                                                  | Power of Attorney                                        |   
|              | SECTION 16.5 |                                                  | Grant of Security Interest                               |   
|ARTICLE XVII  |              | RIGHT TO CURE                                    |                                                          | 24
|              | SECTION 17.1 |                                                  | Lessor's Right to Cure Lessee's Lease Defaults           |   
|ARTICLE XVIII |              | PURCHASE PROVISIONS                              |                                                          | 24
|              | SECTION 18.1 |                                                  | Early and End of Term Purchase Options                   |   
|              | SECTION 18.2 |                                                  | Acceleration of Equipment Purchase                       |   
|ARTICLE XIX   |              | END OF LEASE TERM OPTIONS                        |                                                          | 25
|              | SECTION 19.1 |                                                  | End of Lease Term Options                                |   
|              | SECTION 19.2 |                                                  | Election of Options                                      |   
|              | SECTION 19.3 |                                                  | Renewal Option                                           |   
|ARTICLE XX    |              | SALE OPTION                                      |                                                          | 26
|              | SECTION 20.1 |                                                  | Sale Option Procedures                                   |   

ii

---

|              | SECTION 20.2  |                                                | Certain Obligations Continue                                                                               |    | 28
|------------- | ------------- | ---------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | -- | --
|              | SECTION 20.3  |                                                | Failure to Sell Equipment                                                                                  |    | 28
|ARTICLE XXI   |               | PROCEDURES RELATING TO PURCHASE OR SALE OPTION |                                                                                                            | 29
|              | SECTION 21.1  |                                                | Provisions Relating to Conveyance of the Equipment Upon Purchase by Lessees, Sales or Certain Other Events |    | 29
|ARTICLE XXII  |               | ACCEPTANCE OF SURRENDER                        |                                                                                                            | 30
|              | SECTION 22.1  |                                                | Acceptance of Surrender                                                                                    |    | 30
|ARTICLE XXIII |               | NO MERGER OF TITLE                             |                                                                                                            | 30
|              | SECTION 23.1  |                                                | No Merger of Title                                                                                         |    | 30
|ARTICLE XXIV  |               | INTENT OF THE PARTIES                          |                                                                                                            | 30
|              | SECTION 24.1  |                                                | Nature of Transaction                                                                                      |    | 30
|ARTICLE XXV   |               | MISCELLANEOUS                                  |                                                                                                            | 32
|              | SECTION 25.1  |                                                | Survival; Severability; Etc.                                                                               |    | 32
|              | SECTION 25.2  |                                                | Amendments and Modifications                                                                               |    | 32
|              | SECTION 25.3  |                                                | No Waiver                                                                                                  |    | 32
|              | SECTION 25.4  |                                                | Notices                                                                                                    |    | 32
|              | SECTION 25.5  |                                                | Successors and Assigns                                                                                     |    | 32
|              | SECTION 25.6  |                                                | Headings and Table of Contents                                                                             |    | 32
|              | SECTION 25.7  |                                                | Counterparts                                                                                               |    | 32
|              | SECTION 25.8  |                                                | GOVERNING LAW                                                                                              |    | 32
|              | SECTION 25.9  |                                                | HIGHEST LAWFUL RATE                                                                                        |    | 33
|              | SECTION 25.10 |                                                | Original Lease                                                                                             |    | 33
|              | SECTION 25.11 |                                                | Limitations on Recourse                                                                                    |    | 33

|           |  |   |  | EXHIBITS                            
|---------- |  | - |  | ------------------------------------
|EXHIBIT A  |  |  |  | Description of the Facilities       
|EXHIBIT B  |  |  |  | Form of Lease Supplement            
|           |  |   |  | SCHEDULE                            
|SCHEDULE I |  |  |  | Amortization Component of Basic Rent

iii

---



MASTER LEASE

This Master Lease (this "Lease"), dated as of December 21, 2001, among WELLS FARGO BANK NORTHWEST, N.A.,
not in its individual capacity, but solely as Trustee under the Trust Agreement dated as of December 21, 2001, having its principal office at 79 South Main Street, Salt Lake City, Utah 84111,
as Lessor, and MANDALAY RESORT GROUP, a Nevada corporation, MANDALAY CORP., a Nevada corporation, RAMPARTS, INC., a Nevada corporation, NEW CASTLE CORP., a Nevada corporation, and CIRCUS CIRCUS
CASINOS, INC., a Nevada corporation, as Lessees.

W I T N E S S E T H:

WHEREAS, Lessor, using amounts funded by the Participants, will acquire certain Equipment from various Sellers thereof and, pursuant to this Lease, Lessor will
lease such Equipment to Lessees, and Lessees will lease the Equipment from Lessor.

NOW,
THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

ARTICLE I  DEFINITIONS

SECTION
1.1Definitions; Interpretation.For all purposes hereof, the capitalized terms used herein and not
otherwise defined shall have the meanings assigned thereto inAppendix 1to that certain Participation Agreement dated as of even date herewith,
among Lessees; Mandalay and its Subsidiaries listed on Schedule I thereto, as Guarantors; Lessor, not in its individual capacity, except as expressly stated therein, but solely as Trustee; the
Persons named on Schedule II thereto, as Certificate Holders; the Persons named on Schedule III thereto, as Lenders; and Wells Fargo Bank Nevada, N.A., not in its individual capacity,
except as expressly stated therein, but solely as Collateral Agent (as from time to
time amended, restated, supplemented or otherwise modified, the "Participation Agreement"); and the rules of interpretation set forth in Appendix 1to
the Participation Agreement shall apply to this Lease. All obligations imposed on "Lessee" or "Lessees" in this Lease, and any
Lease Supplement to which any Lessee is party, shall be the full recourse, joint and several liability of all Lessees in accordance with Section 10.20of the Participation Agreement.

ARTICLE II  LEASE OF EQUIPMENT; LEASE TERM

SECTION
2.1Acceptance and Lease of the Equipment.Lessor, subject to the satisfaction or waiver of the
conditions set forth inArticle IIof the Participation Agreement, hereby agrees to purchase the Equipment, to accept delivery of the Equipment
and to lease all of Lessor's interest in the Equipment to Lessees hereunder. Lessees hereby agree, expressly for the direct benefit of Lessor, to lease the Equipment from Lessor for the Lease Term.

SECTION
2.2Acceptance Procedure.Lessees hereby agree that acceptance of delivery by Lessees of this Lease and
one or more Lease Supplements (in the form ofExhibit B, appropriately completed) with respect to the Equipment to be accepted and leased by
Lessees hereunder shall, without further act, constitute the irrevocable acceptance by Lessees of such Equipment for all purposes of this Lease and the other Operative Documents on and subject to the
terms set forth herein and therein and Lessees' agreement to lease such Equipment during the Lease Term subject to the terms of this Lease and the other Operative Documents.

1

---

SECTION
2.3Lease Term.Unless earlier terminated in accordance herewith and with the other Operative Documents,
the term of this Lease shall include a base term (the "Base Term") commencing, on and including the Closing Date and ending on but not including the
third (3rd) anniversary of the Closing Date, and, if exercised pursuant to each of the terms and conditions of this Lease, includingArticle XIXhereof, the Renewal Term (the Base Term and the Renewal Term, if any, being collectively referred to as, the "Lease Term").

SECTION
2.4Title.The Equipment is leased to Lessees without any representation or warranty, express or
implied, by Lessor and subject to the rights of parties in possession, the existing state of title with respect thereto (including all Liens other than Lessor Liens) and all Applicable Laws and
Requirements of Law and any violations thereof. No Lessee shall have any recourse against Lessor for any defect in or exception to title to any of the Equipment other than any defect or exception
resulting from Lessor Liens or a breach by Lessor of its obligations underArticle XXI.

SECTION
2.5Personal Property.To the maximum extent permitted by Applicable Laws, the parties hereto agree that
the Equipment and any Modifications shall constitute personal property and shall not be or become fixtures or otherwise part of any real property (including any Facility) or, if any of the Equipment
shall be or become fixtures, Lessees shall execute and deliver such documents and instruments (includingthe documentation described in Section 2.4 (c)(viii)of the Participation Agreement) and take or authorize the taking of such action to perfect and/or maintain at all
relevant times a perfected first priority Lien in favor of Lessor in and to any and all such Equipment and to provide Lessor and Collateral Agent customary access rights with respect thereto. No
Lessee shall enter into or be a party to any lease or mortgage of any real property on which any portion of the Equipment is or is to be located or enter into any other agreement which grants to any
Person any right to any portion of the Equipment by reason of such portion being an accession to any real property owned by such Person to the extent such lease or mortgage would constitute a Lien
that is not a Permitted Lien.

ARTICLE III  PAYMENT OF RENT

SECTION
3.1Rent.



SECTION
3.2Payment of Basic Rent.Basic Rent shall be paid absolutely net to Lessor, so that this Lease shall
yield to Lessor the full amount thereof, without setoff, deduction or reduction.

SECTION
3.3Supplemental Rent.Lessees, jointly and severally, shall pay to Lessor or the Person entitled
thereto any and all Supplemental Rent promptly as the same shall become due and

2

---

payable, and if Lessees fail to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic
Rent. Lessees, jointly and severally, shall pay to Lessor, as Supplemental Rent, among other things, on demand, to the extent permitted by Applicable Laws and all Requirements of Law, interest at the
Applicable Default Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent payable to Lessor or any
Indemnitee not paid when due or demanded pursuant to and in accordance with the terms hereof and the other Operative Documents by Lessor or any Indemnitee for the period from the due date or the date
of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessees' obligations to pay Basic Rent hereunder shall not limit or modify the obligations
of Lessees with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessees to pay and discharge any Supplemental Rent as and
when due, Lessees shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added under any agreement with a third party for nonpayment or late payment of such
Supplemental Rent, all of which shall also constitute Supplemental Rent.

SECTION
3.4Method of Payment.Each payment of Rent and other amounts owing pursuant to the Operative Documents
shall be made by Agent Lessee to Collateral Agent prior to 10:00 a.m., Nevada time, to the account at Collateral Agent designated on Schedule IVto the Participation Agreement (or in the case
of Excluded Amounts, directly to the Person entitled thereto) in funds consisting of
lawful currency of the United States of America which shall be immediately available on the scheduled date when such payment shall be due, unless such scheduled date shall not be a Business Day, in
which case such payment shall be made on the next succeeding Business Day unless the result of such extension would be to carry the date of such payment into another calendar month, in which case such
payment shall be made on the immediately preceding Business Day. Payments received after 10:00 a.m., Nevada time, on the date due shall for the purpose of Section 16.1hereof be deemed
received on such day;provided, however, that for the purposes of
the second sentence ofSection 3.3hereof, such payments shall be deemed received on the next succeeding Business Day and subject to interest at
the Applicable Default Rate as provided in suchSection 3.3.

ARTICLE IV  QUIET ENJOYMENT; RIGHT TO INSPECT

SECTION
4.1Non-Interference.Subject to Lessor's cure rights, as provided for in Section 17.1, Lessor covenants
that it will not interfere with any Lessee's use or possession of the Equipment during the Lease Term, so long as
no Event of Default has occurred and is continuing, it being agreed that Lessee's remedies for breach of the foregoing covenant shall be limited to a claim for damages or the
commencement of proceedings to enjoin such breach. Such right is independent of and shall not affect Lessees' obligations hereunder and under the other Operative Documents or Lessor's rights otherwise
to initiate legal action to enforce the obligations of Lessees under this Lease. The foregoing covenant shall not require Lessor to take any action contrary to, or which would permit any Lessee to use
any of the Equipment for a use not permitted under, the provisions of this Lease.

SECTION
4.2Inspection and Reports.



3

---



ARTICLE V  NET LEASE, ETC.

SECTION
5.1Net Lease.This Lease shall constitute a net lease and Lessees' obligations to pay all Rent shall be
absolute and unconditional under any and all circumstances. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall any Lessee be entitled to any
abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to any Rent, nor shall the obligations of any Lessee hereunder be affected (except as expressly herein
permitted and by performance of the obligations in connection therewith), by reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the
Equipment or any part thereof, or the failure of any of the Equipment to comply with all Applicable Laws and Requirements of Law, including any inability to use any of the Equipment by reason of such
non-compliance; (ii)exceptas provided inSection 14.1with respect to the
adjustment of Basic Rent upon payment of any Casualty Amount, any damage to, removal, abandonment, salvage, loss, contamination of, or Release from, demolition, scrapping or destruction of or any
requisition or taking of any Facility or any of the Equipment or any part thereof; (iii) any restriction, prevention, interruption or curtailment of or interference with any use, operation or
possession of any Facility or any of the Equipment; (iv) any defect in title to, interests in or rights to any of the Equipment or any Lien on such title, interests or rights or on any Facility
or any of the Equipment (provided, that the foregoing shall not relieve any Person from its responsibility to remove Lessor Liens attributable to it);
(v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, Collateral Agent or any Participant;
(vi) to the fullest extent permitted by Applicable Laws, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to any
Lessee, Guarantor, Lessor, Collateral Agent, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Lessee, Lessor, Collateral Agent, any
Participant or any other Person, or by any court, in any such proceeding; (vii) any claim that any Lessee has or might have against any Person, includingany Participant, or any vendor, designer,
manufacturer, or contractor of or for any of the Equipment; (viii) any failure on the part of
Lessor to perform or comply with any of the terms of this Lease, of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or
disaffirmance of this Lease against or by any Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof; (x) any impossibility or illegality of
performance by any Lessee, Lessor or any one or more of them; (xi) any action by any court, administrative agency or other Governmental Agency; (xii) any restriction, prevention or
curtailment of or interference with the use of any Facility or the Equipment or any part thereof; (xiii) any failure of

4

---

any Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by the parties as set forth at Section 24.1hereof andSection 4.1of the Participation Agreement; or (xiv) any
other cause or circumstances whether similar or dissimilar to the foregoing and whether or not any Lessee shall have notice or knowledge of any of the foregoing. Each Lessee's agreement in the
preceding sentence shall not affect any claim, action or right such Lessee may have against any Person. The parties to the Operative Documents intend that the obligations of Lessees hereunder shall be
covenants and agreements that are separate and independent from any obligations of Lessor hereunder or under any other Operative Documents and the obligations of Lessees shall continue unaffected
unless such obligations shall have been modified or terminated in accordance with an express provision of this Lease.

SECTION
5.2No Termination or Abatement.Each Lessee shall remain obligated under this Lease in accordance with
its terms and the terms of the other Operative Documents and shall not take any action to terminate, rescind or avoid this Lease (except as provided herein) to the fullest extent permitted by
Applicable Laws, notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution, or other proceeding affecting Lessor, Collateral Agent or any Participant, or any
action with respect to this Lease which may be taken by any trustee, receiver or liquidator of Lessor, Collateral Agent or any Participant or by any court with respect to Lessor, Collateral Agent or
any Participant. Each Lessee hereby waives, to the extent permitted by Applicable Laws, all right to terminate or surrender this Lease (except as provided herein) or to avail itself of any abatement,
suspension, deferment, reduction, setoff, counterclaim or defense with respect to any Rent. Each Lessee shall remain obligated under this Lease in accordance with its terms and the terms of the other
Operative Documents and each Lessee hereby waives, to the extent permitted by Applicable Laws, any and all rights now or hereafter conferred by statute or otherwise to modify or to avoid strict
compliance with its obligations under this Lease. Notwithstanding any such statute or otherwise, Lessees, jointly and severally, shall be bound by all of the terms and conditions contained in this
Lease.

ARTICLE VI  SUBLEASES

SECTION
6.1Subleases.Except for subleases permitted by this Article VI, no Lessee shall have the right to
assign, mortgage or pledge to any Person, including an Affiliate of any Lessee or Mandalay, at any
time, in whole or in part, any of its right, title or interest in, to or under this Lease, or any portion of the Equipment, in any case without the prior written consent of the Required Participants,
and any such assignment, mortgage or pledge shall be void. Notwithstanding the foregoing, any Lessee may, without the consent of Lessor or the Required Participants and so long as no Event of Default
exists and is continuing, enter into a sublease of all of its rights and obligations under this Lease with a wholly-owned, direct or indirect, Subsidiary of Mandalay.

With
respect to any sublease permitted under thisArticle VI, no Lessee shall sublease any interest with respect to this Lease to,
or permit any such sublease by, any Person who shall then be engaged in any proceedings for relief under any Debtor Relief Law. The sublease for any Equipment subject to a sublease permitted under
thisArticle VImust provide (and the relevant Lessee shall assure) that such Equipment shall be used and operated only at one of the Facilities
or, in the case of Slot Machines, at a casino or other gaming establishment operated by Mandalay or any of its Affiliatesprovidedthat with respect to
any such sublease of Slot Machines at a location other than a Facility, Lessees shall have executed and delivered, or caused to be executed and delivered, to Lessor and Collateral Agent, any and all
such documents as Trustee and/or Collateral Agent may reasonably require in order to create, perfect, preserve and protect Lessor's Lien in such Sublease and Slot Machines and ensure Lessor's and
Collateral Agent's access to such Slot Machines. The Lessees shall not permit any sublessee to engage in activities in respect of the Equipment which are substantially different from Lessees'
activities.

5

---

No
sublease permitted hereunder will (a) discharge or diminish any Lessee's or any Guarantor's obligations under any Operative Document, includingLessees' obligations under this Lease or under any
other Operative Document, and Lessees shall remain directly and primarily liable under this
Lease and the other Operative Documents with respect to all of the Equipment or (b) extend beyond the last day of the Lease Term. In addition, each sublease permitted hereby (x) shall be
made and shall
expressly provide that it is subject and subordinate to this Lease and the rights of Lessor hereunder, (y) shall expressly provide for the surrender of the Equipment subleased by the applicable
sublessee at the election of Lessor after the occurrence and continuance of an Event of Default, and (z) shall expressly prohibit any further sublease by such sublessee of the Equipment subject
thereto or the granting or existence of any Liens on the Equipment subject thereto. The effectiveness of a sublease hereunder shall be conditioned upon the receipt by Lessor of a writing executed by
Lessee, the applicable sublessee and Guarantors, and acceptable in form and substance to Lessor (acting at the direction of the Required Participants) (each, a
"Sublease"), reaffirming that Lessees and Guarantors shall remain primarily liable hereunder and under the other Operative Documents, notwithstanding
such Sublease and confirming that the applicable Lessee will serve as the representative of any such sublessee with the authority, on behalf of such sublessee, to bind such sublessee with respect to
the Operative Documents or any amendment, modification or waiver thereunder and shall have the power and authority to receive and give all notifications, consents, payments and deliveries under this
Lease and the other Operative Documents. No Lessee shall assign or pledge any of its rights under any Sublease to any Person other than Lessor or Collateral Agent for the benefit of the Participants.

Agent
Lessee shall give Lessor prompt written notice of any Sublease permitted under thisArticle VI, and Agent Lessee shall,
within fifteen (15) days after execution of any Sublease, deliver to Lessor the fully executed original of such Sublease and any and all other documents and instruments as Lessor (acting at the
direction of the Required Participants) may reasonably require.

ARTICLE VII  LESSEE ACKNOWLEDGMENTS

SECTION
7.1Condition of the Equipment.EACH LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH LESSOR WILL OWN AND
HOLD LEGAL TITLE TO THE EQUIPMENT, LESSEES, JOINTLY AND SEVERALLY, ARE RESPONSIBLE (A) FOR THE SELECTION OF THE EQUIPMENT, EACH PART THEREOF AND THE MANUFACTURER THEREOF AND THE TERMS AND
CONDITIONS RELATING TO THE MANUFACTURE, PURCHASE AND SHIPMENT THEREOF, (B) FOR THE DESIGN, SIZE, CAPACITY, DEVELOPMENT, BUDGETING, CONSTRUCTION, SHIPMENT, INSTALLATION, TESTING AND PLACEMENT IN
SERVICE OF THE EQUIPMENT, AND (C) ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. EACH LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR IS NOT THE MANUFACTURER
OF THE EQUIPMENT OR ANY PART THEREOF NOR IS IT A DEALER IN PROPERTY OF SUCH KIND. EACH LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE EQUIPMENT "AS IS" WITHOUT REPRESENTATION, WARRANTY
OR COVENANT (EXPRESS OR IMPLIED) BY LESSOR, COLLATERAL AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE
(INCLUDINGTHE INTERESTS OF ANY SELLER OR ANY OTHER PERSON HAVING AN INTEREST IN THE EQUIPMENT, BUT EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF
ANY PARTIES IN POSSESSION THEREOF AND ANY SUCH PERSON'S SUCCESSORS, ASSIGNS, INVITEES, LICENSEES, LESSEES, SUBLESSEES OR ANY OTHER PERSONS CLAIMING BY OR THROUGH ANY SUCH PERSON, (C) ANY STATE
OF FACTS WHICH AN
ACCURATE PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE

6

---

DELIVERY DATE FOR THE EQUIPMENT. NONE OF LESSOR, COLLATERAL AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR
SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), MERCHANTABILITY, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE FOR ANY
PURPOSE OF ANY OF THE EQUIPMENT (OR ANY PART THEREOF), THE ABILITY OF ANY OF THE EQUIPMENT TO PERFORM ANY FUNCTION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED,
WITH RESPECT TO ANY OF THE EQUIPMENT, (OR ANY PART THEREOF) AND NONE OF LESSOR, COLLATERAL AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN
FOR LESSOR LIENS) OR THE FAILURE OF ANY OF THE EQUIPMENT, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Each Lessee has been afforded full opportunity to inspect the Equipment to be
leased by it hereunder, is satisfied with the results of its inspections, is satisfied that all such Equipment is suitable for its purposes and is entering into this Lease solely on the basis of the
results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, the Collateral Agent and the Participants, on the one hand, and such
Lessee, on the other, are to be borne by such Lessee unless herein expressly stated otherwise. The provisions of thisSection 7.1have been
negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor,
Collateral Agent or the Participants, express or implied, with respect to the Equipment (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise.

SECTION
7.2Risk of Loss.The risk of loss of or decrease in the enjoyment and beneficial use of the Equipment
as a result of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise is assumed by Lessees, and Lessor shall in no event be answerable or accountable
therefor.

SECTION
7.3Certain Duties and Responsibilities of Lessor.Lessor undertakes to perform such duties and only
such duties as are specifically set forth herein and in the other Operative Documents, and no implied covenants or obligations shall be read into this Lease against Lessor, and Lessor agrees that it
shall not, nor shall it have a duty to, manage, control, use, sell, maintain, insure, register, lease, operate, modify, dispose of or otherwise deal with the Equipment or any other part of the Trust
Estate in any manner whatsoever, except as required by the terms of the Operative Documents and as otherwise provided herein.

ARTICLE VIII  POSSESSION AND USE OF THE EQUIPMENT, ETC.

SECTION
8.1Possession and Use of the Equipment.Lessees may take possession of the Equipment and may use the
same beginning on the Advance Date and continuing thereafter during the Lease Term. Lessees agree that, unless otherwise then subject to a Sublease permitted under Section 6.1, the Equipment will
be used solely in the conduct of Lessees' business at one or more of the Facilities or, in the case of Slot
Machines, at a casino or other gaming establishment located in Nevada operated by one or more Lessees,providedthat where any Slot Machine is used at a
location other than a Facility, the applicable Lessee(s) shall obtain and provide to the Lessor the documents of the type described in Section 2.4(c)(viii)of the Participation Agreement, any
and all such documents as Trustee and/or Collateral Agent may reasonably require
in order to create, perfect, preserve and protect Lessor's and Collateral Agent's respective Liens in such Sublease and Slot Machines and ensure Lessor's and Collateral Agent's access to such Slot
Machines. No Lessee shall use the Equipment or

7

---

any part thereof for any purpose or in any manner that would adversely affect the Fair Market Value, utility, remaining useful life or residual value of the Equipment. No Lessee shall (a) use,
operate, maintain or store at any time prior to the Expiration Date any item of Equipment or any portion thereof in violation of thisSection 8.1,
Section 9.1or any Insurance Requirement; (b) abandon any item of Equipment; or (c)exceptin connection
with the permitted return of the Equipment, permit any item of Equipment to be located in any jurisdictionother thanthe State of Nevada. Lessees
warrant that the Equipment will at all times be used and operated under and in compliance in all material respects with any contracts or agreements, or regulations of Governmental Agencies applicable
to the use, maintenance or operation of the Equipment, or any portion thereof, to which such Lessee or Lessor is a party or by which any Lessee or Lessor or the applicable Facility (or other casino or
gaming establishment, as the case may be) is bound or under which any of them have rights. At all times during the Lease Term, the Equipment shall be in the possession of Lessees, wholly-owned, direct
or indirect, Subsidiaries of Mandalay that are permitted sublessees or another permitted sublessee, in the ordinary course of its business. Lessees shall pay, or cause to be paid, all charges and
costs required in connection with the use of the Equipment as contemplated by this Lease and the other Operative Documents. During the Lease Term, Lessees assume and agree to perform on behalf of
Lessor all of Lessor's obligations as owner of the Equipment and to pay all fees, charges, costs, expenses, assessments, taxes (if any), impositions, utilities (if any) and other amounts payable by
Lessor as such owner during the Lease Term and which relate to or arise in connection with the purchase, disposition, ownership, lease or use of the Equipment, governmental actions or other rights,
privileges or entitlements required to be paid in connection with the Equipment. All charges for utilities, (if any) imposed with respect to the Equipment for a billing period during which this Lease
expires or terminates (except when Lessees purchase the Equipment in accordance with the terms of this Lease, in which case Lessees shall be solely responsible for all such charges) shall be adjusted
and prorated on a daily basis between Lessees and any purchaser or purchasers of the Equipment, and each party shall pay or reimburse the other for each party's pro rata share thereof; provided, that in
no event shall Lessor have any liability therefor.

SECTION
8.2Compliance with Requirements of Law and Insurance Requirements.Subject to the terms of Article XIIrelating to Permitted Contests, Lessees, at their sole cost and expense, shall comply in all material respects with all Requirements
of Law (includingall Environmental Laws) and Insurance Requirements and manufacturer's operating standards and guidelines relating to the Facilities or
any of the Equipment,includingthe use, construction, operation, maintenance, repair and restoration thereof
and the remarketing thereof pursuant toArticle XX, whether or not compliance therewith shall require structural or extraordinary changes in the
Equipment or interfere with the use and enjoyment of the Equipment, and procure, maintain and comply with (or cause to be procured, maintained and complied with) all licenses, permits, orders,
approvals, consents and other authorizations required for the use, operation, maintenance, repair and restoration of the Equipment.

ARTICLE IX  MAINTENANCE AND REPAIR; REPORTS; PERSONNEL

SECTION
9.1Maintenance and Repair.During the Lease Term, Lessees, at their own expense, shall at all times
(a) maintain the Equipment in as good an operating and mechanical condition as when delivered, subject to ordinary wear and tear, and in any event in accordance with standards no lower than the
highest of those applied by the Lease Obligors or any of their Affiliates to similar equipment owned or leased by them; (b) maintain the Equipment in accordance with prudent industry practice
and all Applicable Laws, whether or not such maintenance requires structural modifications; (c) comply in all respects with, and maintain the Equipment in accordance with, all Insurance
Requirements and the terms of all contracts (includingservice contracts) which are in effect at any time with respect to the Equipment or any part
thereof and in accordance with standard industry

8

---

maintenance practices as required to maintain in full force and effect all warranties applicable to the Equipment; (d) use the Equipment only in accordance with Article VIIIand cause the
Equipment to have at all times the capacity and functional ability to be used, on a continuing basis and in commercial
operation, in accordance withArticle VIIIexcept during any period for which any Casualty or Condemnation prevents such use; (e) make all
necessary or appropriate repairs, replacements and renewals of the Equipment or any part thereof which may be required to keep the Equipment in the condition required by the preceding clauses (a)through(d), whether interior or exterior, structural or nonstructural, ordinary or
extraordinary, foreseen or unforeseen, and including repairs, replacements and renewals that would constitute capital expenditures under GAAP if incurred by an owner of property; and
(f) procure, maintain and comply in all material respects with all material licenses, permits, orders, approvals, consents and other authorizations required for the manufacture, installation,
construction, use, maintenance and operation of the Equipment. In no event shall any Lessee discriminate as to the use or maintenance of the Equipment or any Part thereof
(includingperiodicity of maintenance or record keeping in respect of the Equipment and including discrimination with respect to the installation of any
Modifications required by Applicable Laws that may be phased in over a period of time or any discrimination based on the leased, rather than owned, status of the Equipment) as compared to properties
of a similar nature in which any Lessee has any ownership or leasehold interest. Each Lessee waives any right that it may now have or hereafter acquire to (x) require Lessor to maintain,
repair, replace, alter, remove or rebuild all or any part of the Equipment or (y) make repairs at the expense of Lessor pursuant to any Applicable Laws or other agreements.

SECTION
9.2Maintenance and Repair Reports.During the Lease Term, Lessees shall keep or cause to be kept
maintenance and repair reports, records, logs and other materials required by Applicable Law or
by any Governmental Agency having jurisdiction over all or any part of the Equipment, in sufficient detail, on the same basis as records are kept for similar properties owned or leased by any Lease
Obligor or any Affiliates thereof. Such reports, records, logs and other materials shall be kept on file by Agent Lessee at its offices during the Lease Term, and shall be made available at Agent
Lessee's office to Lessor upon reasonable request. Agent Lessee shall give written notice to Lessor of any Condemnation or Casualty promptly after any Lessee has knowledge thereof. Agent Lessee shall
prepare and deliver to Lessor and the Participants within a reasonable time prior to the required date of filing (or, to the extent permissible, file on behalf or Lessor and the Participants) any and
all reports (other than income tax returns) to be filed by Lessor or any Participant with any Governmental Agency or other Person by reason of the ownership by Lessor or any Participant of the
Equipment or the leasing thereof to Lessees. Lessor agrees to inform Agent Lessee of any request for such reports received by it.

ARTICLE X  MODIFICATIONS, SUBSTITUTIONS, ETC.

SECTION
10.1Alterations and Modifications.



9

---



SECTION
10.2Title to Modifications.Ownership in all Modifications in respect of the Equipment shall, without
further act, vest in Lessor and shall be deemed to constitute a part of the Equipment and be subject to this Lease.

10

---

SECTION
10.3Optional Equipment Substitutions.Subject to the terms and conditions set forth below, any
applicable Lessee shall have the right to substitute items of Equipment or Systems (each, a "Substitution Item" or "Substitution
System", as applicable) for items of Equipment or Systems which it then leases (or has theretofore proposed to lease) under this Lease. For purposes hereof,
"Substitution Items" and "Substitution Systems" are different from Parts in that Substitution Items and
Substitution Systems are intended to mean items of equipment or systems that are not originally contemplated to be subject to this Lease. Lessees' substitution rights pursuant to this Section 10.3shall be subject to the following conditions:





11

---



Upon
a permitted substitution of Equipment or System, as applicable, pursuant to thisSection 10.3Lessor shall execute such documents as may be
required to release the substituted item of Equipment or System, as applicable, from the terms of this Lease, at Lessees' expense. Upon such substitution pursuant to this Section 10.3, the
substituted item of Equipment or Substitution System, as applicable, shall become the property of the applicable Lessee, and
title thereto shall automatically vest in such Lessee upon such permitted substitution.

ARTICLE XI  COVENANTS WITH RESPECT TO LIENS

SECTION
11.1Covenants with Respect to Liens.



12

---



ARTICLE XII  PERMITTED CONTESTS

SECTION
12.1Permitted Contests in Respect of Applicable Laws.If, to the extent and for so long as (a) a
test, challenge, appeal or proceeding for review of any Applicable Laws relating to any of the Equipment or the obligation to comply therewith shall be prosecuted diligently and in good faith in
appropriate proceedings by any applicable Lessee or (b) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver,
extension or forbearance, following the Closing Date, the applicable Lessee shall not be required to comply with such Applicable Laws but only if and so long as any such test, challenge, appeal,
proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor, acting at the direction of the Required Participants, involve (A) any risk of
criminal liability being imposed on Lessor, Collateral Agent, any Participant, any of the Equipment or (B) any material risk of (1) the foreclosure, forfeiture or loss of any of the
Equipment, or any material part thereof, or (2) the nonpayment of Rent, Lease Balance or other amount payable under the Operative Documents, (3) the interruption or cancellation of any
insurance coverage, (4) the invalidity or lapse of any warranty, (5) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any part of the Equipment,
(6) civil liability being imposed on Lessor, Collateral Agent, any Participant or any of the Equipment for which the applicable Lessee is not obligated to indemnify such parties under the
Operative Documents, or (7) enjoinment of, or interference with, the use, possession or disposition of the Equipment in any material respect (any of the foregoing being referred to as a
"Permitted Contest") and provided that in any event adequate reserves in accordance with GAAP are maintained against any adverse determination of any
such test, challenge, appeal or proceeding.

Lessor
shall not be required to join in any proceedings pursuant to thisSection 12.1unless a provision of any Applicable Law
requires that such proceedings be brought by or in the name of Lessor or it is customary in the applicable jurisdiction for an owner to join in such proceedings; and in that event Lessor shall join in
the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) Lessees have not elected the Sale Option and (ii) Lessees agree in writing to and pay
all related expenses and agrees in writing to indemnify Lessor, Collateral Agent and the Participants in form and substance reasonably satisfactory to each of the respective Indemnitees.

ARTICLE XIII  INSURANCE

Section
13.1(a) Required Coverages.During the Lease Term, Lessee shall provide or cause to be provided
insurance with respect to the Equipment and the Facilities of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and
in the amounts customarily insured against by such Persons, and carry such other insurance as is
usually carried by such Persons;provided, that in any event Lessees shall maintain or cause to be maintained at all times:



13

---



SECTION
13.2Insurance Coverage.The insurance coverage required in Section 13.1shall be written by reputable
insurance companies that are financially sound and solvent and otherwise reasonably appropriate
considering the amount and type of insurance being provided by such companies. Any insurance company selected by any Lessee shall be rated in A.M. Best's Insurance Guide or any successor
thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "A" (or comparable rating for a rating by an organization other
than A.M. Best) and a financial rating of at least "VII" (or comparable rating for a rating by ISI or Standard & Poor's Corporation or another organization other than A.M. Best)
or be otherwise acceptable to the Required Participants. In the case of liability insurance maintained by any Lessee, such insurance shall name Lessor (both in its individual capacity and as trustee),
Collateral Agent (both individually and in its capacity as Collateral Agent) and each of the Participants, as additional insureds and, in the case of property insurance, shall name Collateral Agent as
sole loss payee. Each policy referred to inSection 13.1shall provide that: (i) it will not be canceled, materially modified or its
limits reduced, or allowed to lapse without renewal, except after not less than thirty (30) days' prior written
notice to Lessor and Collateral Agent; (ii) to the extent available on a commercially reasonable basis, the interests of Lessor, Collateral Agent and any Participant shall not be invalidated by
any act or negligence of or breach of warranty or representation by any Lessee or any other Person having an interest in the Equipment; (iii) such insurance is primary with respect to any other
insurance carried by or available to Lessor, Collateral Agent or any Participant; (iv) the insurer shall waive any right of subrogation, setoff, counterclaim, or other deduction, whether by
attachment or otherwise, against Lessor, Collateral Agent or any Participant; (v) such policy shall contain a cross-liability clause providing for coverage of Lessor, Collateral Agent and each
Participant, as if separate policies had been issued to each of them; and (vi) such policy shall provide that none of Lessor, Collateral Agent or any Participant shall have any obligation or
liability for payment of any premiums, commissions, claims or assessments. Agent Lessee shall notify Lessor and Collateral Agent promptly of any policy cancellation, reduction in policy limits, or
material modification or amendment.

SECTION
13.3Delivery of Insurance Certificates.At the time any insurance policy of any Lessee is renewed (but
in no event less frequently than once each year) or upon written request by Lessor following a Lease Event of Default, Agent Lessee shall deliver or cause to be delivered to Collateral Agent
certificates of insurance evidencing that all insurance required bySections 13.1and13.2to be
maintained is in effect.

SECTION
13.4Insurance by Lessor, Collateral Agent or any Participant.Each of Lessor, Collateral Agent or any
Participant may at its own expense carry insurance with respect to its interest in the Equipment provided that (i) Lessee's insurance is designated as primary and in no event excess or
contributory to any insurance Lessor, Collateral Agent or any Participant may have in force which

14

---

would apply to a loss covered under such Lessee's insurance policy, (ii) each such insurance policy will not cause such Lessee's insurance required under this Article XIIIto be subject to a
coinsurance exception of any kind, and (iii) each such insurance policy shall contain a waiver of any
right of subrogation, set-off, counterclaim, or other deduction, whether by attachment or otherwise, against such Lessee or any other Lease Obligor. Any insurance payments received from
policies maintained by Lessor, Collateral Agent or any Participant shall be retained by Lessor, Collateral Agent or such Participant, as the case may be, without reducing or otherwise affecting any
Lessee's obligations hereunder.

ARTICLE XIV  CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS

SECTION
14.1Casualty.Upon the occurrence of a Casualty prior to or during the term of this Lease, Agent Lessee
shall give Lessor and Collateral Agent prompt written notice thereof (a "Casualty Notice"). The Casualty Notice shall specify whether Lessees will:



provided, that upon the occurrence and during the continuance of a Default or Event of Default, Lessees shall be obligated, at the option of the
Required Participants, to make the payments referred to inclause (a)above and shall not be entitled to exercise any right of replacement
pursuant toclause (b).

If
Lessees have elected, or are required, to pay the Casualty Amount pursuant to clause (a) above, Lessees shall continue to make all payments of Rent due under this Lease until
and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any item of Equipment suffering a Casualty on such Casualty Settlement Date, the remaining scheduled
payments of the principal portion of Rent shall be proportionately reduced by an amount equal to the product of the scheduled amount of such the principal portion of Rent payment (determined in each
case prior to the receipt of such Casualty Amount), multiplied by the Affected Equipment Value Fraction of such item of Equipment suffering such Casualty, and the Lease Balance shall be appropriately
adjusted to reflect such reduction in the remaining scheduled payments of the principal portion of Rent.

If
Agent Lessee has given notice that it intends to replace the item of Equipment suffering such Casualty and such replacement is permitted under this Section 14.1, or if Lessees are required to
replace the item of Equipment suffering such Casualty pursuant to the terms of this Lease, then
Lessees shall make subject to this Lease, not more than sixty (60) days after the date of such Casualty Notice, a replacement for such item of Equipment meeting the suitability standards
hereinafter set forth,provided, however, that such 60-day period shall be extended for a period equivalent to any period of delay caused by
Force Majeureprovided, furtherthat such extension period shall not exceed thirty (30) days. To be suitable as replacement Equipment, an item
must be of the same general type, year of construction (or a later year of construction), function, utility, state of repair and operating

15

---

condition (immediately preceding the Casualty assuming that such Equipment had been maintained in accordance with the terms ofSection 9.1) as
the Equipment suffering the Casualty, must have a value of not less than the Appraised Value (as set forth in the Appraisal of the Equipment suffering the Casualty for the date (the
"Casualty Determination Date") set forth in the Appraisal closest to the date of such replacement) of the Equipment suffering the Casualty
(exceptas otherwise provided in the immediately succeeding paragraph) and, if the Casualty pertained to a System, taken as a whole, then the value of
such System, after giving effect to such replacement, shall not be less than the Appraised Value of such System (as set forth in the Appraisal of such System for the Casualty Determination Date) and
be free and clear of any Liens other than Permitted Liens. Lessees shall cause a Bill of Sale and newSchedule Ito the applicable Lease
Supplement to be executed and delivered to Trustee and Collateral Agent (on behalf of the Participants) in order to subject such replacement item to this Lease, and upon such execution and delivery
and the receipt by Trustee and Collateral Agent (on behalf of the Participants) of (i) evidence reasonably satisfactory to them of Lessees' compliance with the insurance provisions of Article XIIIwith respect to such replacement item, and (ii) an opinion of counsel to Lessees in form and substance reasonably
satisfactory to Trustee, Collateral Agent and the Participants opining, among other things, to the effect that all appropriate filings, recordings and other acts have been taken to protect the right,
title and interest of Trustee, on behalf of the Participants, in such replacement item and that no other filing, recording, deposit, or giving of notice with or to any Governmental Agency is necessary
to protect such right, title and interest in such replacement item, such replacement item shall be deemed "Equipment" for all purposes hereof.

Notwithstanding
the foregoing requirements for replacement of Equipment, if the replacement item has a Fair Market Value of less than the Appraised Value of the Equipment suffering the
Casualty or, in the case of a Casualty pertaining to a System, of the System taken as a whole, but the conditions specified in the preceding paragraph would otherwise be satisfied, then Lessees may
replace the Equipment or System, as applicable, suffering the Casualty with such item so long as the following conditions are satisfied: (i) Trustee, Collateral Agent and Lessees shall have
received an appraisal of the replacement item (or System, as the case may be) from an Appraiser, which appraisal shall determine the Fair Market Value of the replacement item (or System, as
applicable) as of the date of replacement, the end of the Base Term and the Renewal Term (exceptfor such periods as have then already elapsed),
(ii) Trustee shall have received, as Supplemental Rent, an amount equal to the excess of (A) thegreater of(x) the Appraised Value
of the replaced Equipment (or System, as applicable) as of the Casualty Determination Date as determined in the Appraisal delivered in connection with the Closing or (y) the Appraised Value of
the replaced Equipment (or System, as applicable) as of the Casualty Determination Date (as determined by the appraisal delivered in connection with such replacement) over(B) the Appraised Value
of the replacement item (or System, as applicable) as of the date of replacement (as determined by the appraisal
delivered in connection with such replacement), (iii) all conditions set forth in the preceding paragraph shall have been satisfied (exceptfor
the requirement that the replacement item have a value of not less than the Appraised Value of the Equipment suffering the Casualty), and (iv) Lessees shall have delivered a new Schedule Ito
this Lease and a newSchedule Ito the Lease Supplement covering the
replaced Equipment (or System, as applicable) and such new Schedules shall be in form and substance reasonably satisfactory to Required Participants, such new Schedule Ito the Lease Supplement
shall describe the replacement Equipment (or System, as applicable) and the Fair Market Value thereof and such
newSchedule Ito this Lease shall reflect such adjustments to the installments of the principal portion of Rent and remaining Supplemental Rent
as necessary so that (x) the Equipment (or System, as applicable) suffering the Casualty shall be treated as if the Casualty Amount with respect thereto had been paid pursuant to Section 14.1,
and all reductions of the principal portion of Rent and Supplement Balance made pursuant to this Section 14.1, (y) the replacement item shall be treated as if it was purchased on such
replacement date for a purchase price equal to the
value set forth in the appraisal thereof with an amortization schedule (to be attached to the Lease Supplement) that reflects the decay curve as set

16

---

forth in such appraisal, and (z), if the Casualty pertained to a System, taken as a whole, such System after replacement of the applicable items of Equipment, shall have the same function and
utility, taken as a whole. After giving effect to any replacement pursuant to the preceding sentence, the "Purchase Price" of the replacement Equipment
shall be deemed to be the Fair Market Value thereof, as set forth for the date of such replacement in the appraisal delivered in connection with such replacement, for all purposes of this Lease and
the other Operative Documents.

If
Trustee has received the amount payable with respect to the Casualty and all other amounts due hereunder including amounts payable under Section 14.1(a)and no Default or Event of Default shall
have occurred and be continuing, Lessee shall be entitled to receive from Trustee the
proceeds of any recovery in respect of the Equipment from insurance or otherwise ("Casualty Recoveries"), and Trustee, subject to the rights of any
insurer insuring the Equipment as provided herein, shall execute and deliver to Agent Lessee, or to its assignee or nominee, a quitclaim bill of sale (without representations or warranties except that
the Equipment is free and clear of Lessor Liens) for the Equipment, and such other documents as may be required to release the Equipment from the terms of this Lease, in such form as may reasonably be
requested by Agent Lessee. All fees, costs and expenses relating to a substitution as described herein shall be borne by Lessees.Exceptas otherwise
provided in thisSection 14.1, Lessees shall not be released from their obligations hereunder in the event of, and shall bear the risk of, any
Casualty to any item of Equipment prior to or during the term of this Lease and thereafter until all of Lessees' obligations hereunder are fully performed.

Any
payments (including insurance proceeds) in an amount less than $500,000 received at any time by Trustee or any Lessee from any Governmental Agency or other party with respect to any
loss or damage to any item of Equipment not constituting a Casualty will be paid to or retained by Lessees to be applied directly in payment of repairs or for replacement of property in accordance
with the provisions ofSections 8.1and9.1, if not already paid by Lessees, or if already paid by
Lessees and no Default or Event of Default shall have occurred and be continuing, shall be applied to reimburse Lessees for such payment, and any balance remaining after compliance with said Sections
with respect to such loss or damage shall be retained by Lessees;provided, that in the event that any Default or Event of Default so exists, Trustee
shall hold such proceeds as collateral security for the obligations of Lessee under this Lease during the continuance of such Default or Event of Default.

EXCEPTFOR ANY OF THE FOLLOWING OCCURRING AS A RESULT OF THE EXISTENCE OR ENFORCEMENT OF A LESSORS LIEN, EACH LESSEE HEREBY ASSUMES ALL
RISK OF LOSS, DAMAGE, THEFT, TAKING, DESTRUCTION, CONFISCATION, REQUISITION, COMMANDEERING, TAKING BY EMINENT DOMAIN OR CONDEMNATION, PARTIAL OR COMPLETE, OF OR TO EACH ITEM OF EQUIPMENT, HOWEVER
CAUSED OR OCCASIONED, SUCH RISK TO BE BORNE BY LESSEES WITH RESPECT TO EACH ITEM OF EQUIPMENT FROM THE DATE OF THIS LEASE, AND CONTINUING UNTIL SUCH EQUIPMENT HAS BEEN RETURNED TO TRUSTEE IN
ACCORDANCE WITH THE PROVISIONS HEREOF. EACH LESSEE AGREES THAT NO OCCURRENCE SPECIFIED IN THE PRECEDING SENTENCE SHALL IMPAIR, IN WHOLE OR IN PART, ANY OBLIGATION OF SUCH LESSEE UNDER THIS LEASE, INCLUDINGTHE OBLIGATION TO PAY RENT.

SECTION
14.2Environmental Matters.At Lessees' sole cost and expense, Lessees shall promptly and diligently
commence or caused to be commenced any response, clean up, remedial or other action necessary to remove, clean up or remediate any Environmental Violation with respect to the Equipment or any
Facility.

SECTION
14.3Notice of Environmental Matters.Agent Lessee shall promptly provide to Lessor written notice of
any pending or threatened claim, action or proceeding involving any Environmental Violation or any Release on, at, under or from any Facility or the Equipment, which violation or Release could require
in excess of $500,000 in remediation costs, or which could result in the

17

---

imposition of criminal penalties upon Lessor, Collateral Agent or any Participant (any such violation, claim, action, proceeding or Release, a "Material Environmental
Violation"). All such notices shall describe in reasonable detail the nature of the Material Environmental Violation, including any claims, actions or proceedings in respect
thereof, and Lessees' proposed response thereto. In addition, Agent Lessee shall provide to Lessor, within ten (10) Business Days of receipt by any Lessee, copies of all written communications
with any Governmental Agency relating to any such Material Environmental Violation. Agent Lessee shall also promptly provide such detailed reports of any such Material Environmental Violations as may
reasonably be requested by Lessor or Collateral Agent. Upon completion of remedial action of such Material Environmental Violation by any Lessee, Agent Lessee shall cause to be prepared by an
environmental consultant reasonably acceptable to Required Participants and Collateral Agent a report describing the Material Environmental Violation and the actions taken by Lessees in response to
such Material Environmental Violation, and a statement by the consultant that the Material Environmental Violation has been remedied in compliance in all material respects with applicable
Environmental Law. Each such Material Environmental Violation shall be remedied prior to the Expiration Date unless the Equipment has been purchased by Lessees in accordance with Article XVorArticle XVIII. Nothing in this Article XIVshall reduce or limit Lessees' obligations elsewhere in this Lease or under the Participation
Agreement.

ARTICLE XV  TERMINATION OF LEASE

SECTION
15.1Termination upon Certain Events.



then,
in any such event, Lessor may elect to terminate the Lease by giving written notice (a "Termination Notice") to Agent Lessee that, as a
consequence of such event, the Lease is to be terminated.



SECTION
15.2Termination Procedures.On the date of the payment by Lessees of the Purchase Amount in accordance
withSection 15.1(b)(such date, the "Termination Date"), this Lease shall terminate and,
concurrent with Lessor's receipt of such payment:



18

---



ARTICLE XVI  EVENTS OF DEFAULT

SECTION
16.1Lease Events of Default.The occurrence of any one or more of the following events (whether such
event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) shall constitute a "Lease Event of Default":



19

---



20

---



SECTION
16.2Remedies.Upon the occurrence of any Lease Event of Default and at any time thereafter, Lessor may,
so long as such Lease Event of Default is continuing, do one or more of the following as Lessor in its sole discretion shall determine, without limiting any other right or remedy Lessor may have on
account of such Lease Event of Default,includingthe obligation of Lessees to purchase the Equipment as set forth in Section 18.2and any rights and
remedies set forth in any Lease Supplement:



21

---



22

---



To
the maximum extent permitted by law, each Lessee hereby waives (x) the benefit of any appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force
and all rights of marshaling in the event of any sale of the Equipment or any interest therein and (y) any rights now or in the future conferred by statute or otherwise which may require the
Lessor to sell, lease or otherwise use the Equipment in mitigation of the Lessor's damages or which may otherwise limit or modify any remedy of damages.

Lessor
shall be entitled to enforce payment of the indebtedness and performance of the obligations secured hereby and to exercise all rights and powers under this instrument or under any of the other
Operative Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the obligations secured hereby may now or hereafter be otherwise secured, whether by
security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Agreement nor its enforcement, shall prejudice or in any manner affect Lessor's right to realize upon or
enforce any other security now or hereafter held by Lessor, it being agreed that Lessor shall be entitled to enforce this Agreement and any other security now or hereafter held by Lessor in such order
and manner as Lessor may determine in its absolute discretion. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive of any other remedy herein or by law provided or
permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by
any of the Operative Documents to Lessor or to which it may otherwise be entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Lessor.

SECTION
16.3Waiver of Certain Rights.If this Lease shall be terminated pursuant to Section 16.2, each Lessee
waives, to the fullest extent permitted by law, (a) any notice of the institution of legal proceedings to obtain
possession; (b) any right of redemption or repossession; (c) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt or limiting Lessor
with respect to the election of remedies; and (d) any other rights which might otherwise limit or modify any of Lessor's rights or remedies under this Article XVI.

SECTION
16.4Power of Attorney.Each Lessee unconditionally and irrevocably appoints Lessor as its true and
lawful attorney-in-fact, with full power of substitution, to the extent permitted by Applicable Laws, in its name and stead and on its behalf, for the purpose of effectuating
any sale, assignment, transfer or delivery hereunder, if an Event of Default exists and is continuing, whether pursuant to foreclosure or power of sale or otherwise, and in connection therewith to
execute and deliver all such bills of sale, assignments, releases (including releases of this Lease on the records of any Governmental Agency) and other proper instruments as Lessor may reasonably
consider necessary or appropriate.
Each Lessee ratifies and confirms all that such attorney or any substitute shall lawfully do by virtue hereof. If requested by Lessor or any purchaser, Lessees shall ratify and confirm any such lawful
sale, assignment, transfer or delivery by executing and delivering to Lessor or such purchaser, all bills of sale, assignments, releases and other proper instruments to effect such ratification and
confirmation as may be designated in any such request.

SECTION
16.5Grant of Security Interest.Each Lessee hereby grants a security interest to Lessor in all of the
Equipment and the other Lessee Collateral and any proceeds thereof. This Lease shall constitute a security agreement within the meaning of the Uniform Commercial Code as enacted in the State of
Nevada, and if a Lease Event of Default has occurred and is continuing, Lessor shall, in addition to all other rights available at law or equity, have all of the rights provided to a secured party
under Article 9 of such Uniform Commercial Code.

23

---

ARTICLE XVII  RIGHT TO CURE

SECTION
17.1Lessor's Right to Cure Lessee's Lease Defaults.Lessor, without waiving or releasing any obligation
or Lease Event of Default, may (but shall be under no obligation to), upon two (2) Business Days' prior notice to Agent Lessee, remedy any Lease Event of Default for the account and at the sole
cost and expense of Lessees,includingthe failure by Lessee to maintain the insurance required by Article XIII, and may, to the fullest extent
permitted by law, and notwithstanding any right of quiet enjoyment in favor of Lessees, enter upon
any Facility and the Equipment for such purpose and take all such action thereon as may be necessary or appropriate therefor. No such entry shall be deemed to constitute a repossession of the
Equipment. All reasonable out-of-pocket costs and expenses so incurred (includingreasonable fees and expenses of counsel),
together with interest thereon at the Applicable Default Rate from the date on which such sums or expenses are paid by Lessor, shall be paid by Lessees to Lessor on demand as Supplemental Rent.

ARTICLE XVIII  PURCHASE PROVISIONS

SECTION
18.1Early and End of Term Purchase Options.Subject to the conditions contained herein and without
limitation of Lessees' purchase obligation pursuant toSection 18.2, on (1) any Payment Date commencing with the fifth such Payment Date
hereunder or (2) on any Business Day after the occurrence and during the continuance of a Lease Event of Defaultother thana Lease Event of
Default arising as a result of an Insolvency Event, Lessees may, at their option, purchase all, but not less than all, of the Equipment (the "Early Termination
Option") for a price equal to the Purchase Amount. Lessees' right to purchase the Equipment pursuant to thisSection 18.1shall terminate automatically and without notice upon the occurrence of a Lease Event of Default arising as a result of an Insolvency Event. In order to exercise its option to purchase the Equipment
pursuant to thisSection 18.1, Agent Lessee shall give to Lessor not less than fifteen (15) days' prior written notice of such election to
exercise, which election shall be irrevocable when made. If Lessees exercises their option pursuant to thisSection 18.1then, upon Lessor's
receipt of all amounts due in connection therewith, Lessor shall transfer to Lessees all of Lessor's right, title and interest in and to the Equipment in accordance with the procedures set forth in Section 21.1, such transfer to be effective as of the date specified in the Purchase Notice. Lessor agrees that it shall cooperate with Lessees
in effecting any transfer to a designee of Lessees pursuant to thisSection 18.1.

SECTION
18.2Acceleration of Equipment Purchase.



24

---



ARTICLE XIX  END OF LEASE TERM OPTIONS

SECTION
19.1End of Lease Term Options.At least two hundred-seventy (270) days before the scheduled
expiration date of the Lease Term, Agent Lessee shall, by delivery of written notice to Lessor and Collateral Agent, exercise one of the following options:



SECTION
19.2Election of Options.To the extent that the Renewal Option is available, unless Lessees shall have
affirmatively elected in accordance herewith the Purchase Option or the Sale Option, Lessees shall be deemed to have elected the Renewal Option. To the extent that the Renewal Option is not available
for any reason, unless Lessees shall have (a) affirmatively elected the Sale Option within the time period provided for inSection 19.1and (b) satisfied each of the requirements inArticles XXandXXI, Lessees shall be deemed to
have elected the Purchase Option. In addition, the Sale Option shall automatically be revoked if there exists a Lease Default, Lease Event of Default, Significant Casualty or Significant Condemnation
at any time after the Sale Option is properly elected or Lessees fail to comply with each of the terms and conditions set forth atArticles XXand XXIand
Lessor shall be entitled to exercise all rights and remedies provided inArticle XVI. Any
election by Lessees pursuant toSection 19.1shall be irrevocable at the time made.

SECTION
19.3Renewal Option.The exercise of the Renewal Option by Lessees shall be subject to satisfaction of
the following conditions:



25

---



Lessees'
exercise of the Renewal Option shall be deemed to be a representation by Lessees that on both the Expiration Date then in effect and the date Lessees give notice of their exercise of the
Renewal Option, no Lease Event of Default or Lease Default shall have occurred and be continuing.

ARTICLE XX  SALE OPTION

SECTION
20.1Sale Option Procedures.Lessees' effective exercise and consummation of the Sale Option with
respect to the Equipment shall be subject to the due and timely fulfillment of each of the following provisions as to the Equipment as of the dates set forth below:



26

---



27

---



If
one or more of the foregoing provisions shall not be fulfilled as of the date set forth above with respect to the Equipment, including Lessees' obligation at Section 20.1(f)to accept a bid for not
less than the Fair Market Value of the Equipment, then Lessor shall declare by written notice to Agent
Lessee the Sale Option to be null and void (whether or not it has been theretofore exercised by Lessees), in which event all of Lessees' rights under this Section 20.1shall immediately terminate
and Lessees shall be obligated to purchase the Equipment pursuant to Section 18.2on the Expiration Date.

Except
as expressly set forth herein, Lessees shall have no right, power or authority to bind Lessor in connection with any proposed sale of the Equipment.

SECTION
20.2Certain Obligations Continue.During the Sale Option Period, the obligation of Lessees to pay Rent
with respect to the Equipment (includingthe installment of Rent due on the Expiration Date for the Equipment) shall continue undiminished and in
amounts not less than the installments of Basic Rent payable prior to Lessees' exercise of the Sale Option. Lessor shall have the right, but shall be under no duty, to solicit bids, to inquire into
the efforts of Lessees to obtain bids or otherwise to take action in connection with any such sale, other than as expressly provided in this Article XX. If Lessees elect the Sale Option, Lessees
shall nevertheless continue to use and operate the Equipment during the Sale Option Period
in accordance with the requirements ofSections 8.1, 8.2and9.1.

SECTION
20.3Failure to Sell Equipment.If Lessees shall exercise the Sale Option and shall fail to sell the
Equipment and comply with its other obligations underSection 20.1on or prior to the Expiration Date in accordance with and subject to the
provisions ofSection 20.1, then Lessees and Lessor hereby agree as follows:



28

---



ARTICLE XXI  PROCEDURES RELATING TO PURCHASE OR SALE OPTION

SECTION
21.1Provisions Relating to Conveyance of the Equipment Upon Purchase by Lessees, Sales or Certain Other
Events.In connection with any termination of this Lease pursuant to the terms ofArticle XV, any purchase
of the Equipment in accordance withArticle XVIII, Section 19.1(b)or in connection with Lessees' obligations under Section 16.2(e)or any
sale of the Equipment underArticle XX, then, upon the date on
which this Lease is to terminate with respect to the Equipment and upon tender by Lessees or the third party purchaser of the Equipment of the amounts set forth in Article XV, Sections 16.2(e), 18.1or18.2, Section 19.1(b), all amounts required under Article XX, as applicable:



29

---



ARTICLE XXII  ACCEPTANCE OF SURRENDER

SECTION
22.1Acceptance of Surrender.Except as otherwise specifically provided herein, no surrender to Lessor
of this Lease or of the Equipment or of any part of any thereof or of any interest therein shall be valid or effective unless agreed to and accepted in writing by Lessor and, prior to the payment or
performance of all obligations under the Loan Agreement and termination of the Commitments, the Lenders, and no act by Lessor or the Lenders or any representative or agent of Lessor or the Lenders,
other than a written acceptance, shall constitute an acceptance of any such surrender.

ARTICLE XXIII  NO MERGER OF TITLE

SECTION
23.1No Merger of Title.There shall be no merger of this Lease or of the leasehold estate created
hereby solely by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, in whole or in part, (a) this Lease or the leasehold estate created hereby or any
interest in this Lease or such leasehold estate, (b) title to the Equipment, except as may expressly be stated in a written instrument duly executed and delivered by the appropriate Person or
(c) a beneficial interest in Lessor.

ARTICLE XXIV  INTENT OF THE PARTIES

SECTION
24.1Nature of Transaction.It is the intention of the parties that:



30

---



Nevertheless,
each Lessee acknowledges and agrees that none of Trustee, Collateral Agent, Arranger or any Participant has made any representations or warranties concerning the tax, accounting or legal
characteristics of the Operative Documents or any aspect of the Overall Transaction and that such Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative
Documents and the Overall Transaction as it deems appropriate.



31

---

ARTICLE XXV  MISCELLANEOUS

SECTION
25.1Survival; Severability; Etc.Anything contained in this Lease to the contrary notwithstanding, all
claims against and liabilities of Lessees or Lessor arising from events commencing prior to the expiration or earlier termination of this Lease shall survive such expiration or earlier termination. If
any term or provision of this Lease or any application thereof shall be declared invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be
affected thereby. If any right or option of Lessees provided in this Lease,includingany right or option described in Articles XIV, XV, XVIII, XIXorXX, would, in the absence of the limitation imposed by this
sentence, be invalid or unenforceable as being in violation of the rule against perpetuities or any other rule of law relating to the vesting of an interest in or the suspension of the power of
alienation of property, then such right or option shall be exercisable only during the period which shall end twenty-one (21) years after the date of death of the last survivor of
the descendants of Franklin D. Roosevelt, the former President of the United States, Henry Ford, the deceased automobile manufacturer, and John D. Rockefeller, the founder of the Standard Oil Company,
known to be alive on the date of the execution, acknowledgment and delivery of this Lease.

SECTION
25.2Amendments and Modifications.Subject to the requirements, restrictions and conditions set forth in
the Participation Agreement, neither this Lease nor any provision hereof may be amended, waived, discharged or terminated except by an instrument in writing in recordable form signed by Lessor and
Agent Lessee.

SECTION
25.3No Waiver.No failure by Lessor or any Lessee to insist upon the strict performance of any term
hereof or to exercise any right, power or remedy upon a default hereunder, and no
acceptance of full or partial payment of Rent during the continuance of any such default, shall constitute a waiver of any such default or of any such term. To the fullest extent permitted by law, no
waiver of any default shall affect or alter this Lease, and this Lease shall continue in full force and effect with respect to any other then existing or subsequent default.

SECTION
25.4Notices.All notices, demands, requests, consents, approvals and other communications hereunder
shall be in writing and directed to the address described in, and deemed received in accordance with the provisions of,Section 10.3of the
Participation Agreement.

SECTION
25.5Successors and Assigns.All the terms and provisions of this Lease shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.

SECTION
25.6Headings and Table of Contents.The headings and table of contents in this Lease are for
convenience of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION
25.7Counterparts.This Lease may be executed in any number of counterparts, each of which shall be an
original, but all of which shall together constitute one and the same instrument.

SECTION
25.8GOVERNING LAW.THIS LEASE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT AS TO MATTERS RELATING TO THE CREATION OF THE LEASEHOLD ESTATES HEREUNDER AND THE EXERCISE OF RIGHTS AND
REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THAT THIS LEASE IS DEEMED TO
CONSTITUTE A FINANCING, WHICH IS THE INTENTION OF THE PARTIES, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, SHALL GOVERN THE CREATION, TERMS AND PROVISIONS OF
THE INDEBTEDNESS EVIDENCED HEREBY, BUT ANY LIEN CREATED HEREBY AND THE

32

---

CREATION, PERFECTION AND THE ENFORCEMENT OF SAID LIEN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA.

SECTION
25.9HIGHEST LAWFUL RATE.All obligations of Lessees to make payments hereunder or in connection with
any transaction contemplated hereby shall be subject to the provisions ofSection 3.5of the Participation Agreement.

SECTION
25.10Original Lease.The single executed original of this Lease marked "THIS COUNTERPART IS THE
ORIGINAL EXECUTED COUNTERPART" on the signature page thereof and containing the receipt thereof of Collateral Agent, on or following the signature page thereof shall be the Original Executed
Counterpart of this Lease (the "Original Executed Counterpart"). To the extent that this Lease constitutes chattel paper, as such term is defined in the
UCC, no security interest in this Lease may be created through the transfer or possession of any counterpart other than the Original Executed Counterpart.

SECTION
25.11Limitations on Recourse.The parties hereto agree that, except as specifically set forth in this
Lease or in any other Operative Document, Bank shall have no personal liability whatsoever to any Lessee or any Lessee's respective successors and assigns for any claim based on or in respect of this
Lease or any of the other Operative Documents or arising in any way from the Overall Transaction;provided, however, that Bank shall be liable in its
individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for any Tax based on, with respect to or measured by any income,
fees, commission, compensation or other amounts received by it as compensation for services (includingfor acting as Lessor) or otherwise under, or as
contemplated by, the Operative Documents, (c) Lessor Liens on the Equipment which are attributable to it, (d) for its representations and warranties made in its individual capacity in
the Participation Agreement or in any certificate or documents delivered pursuant thereto, (e) for its failure to perform any of its covenants and agreements set forth in the Participation
Agreement or any other Operative Document, and (f) as otherwise expressly provided in the Operative Documents.

[SIGNATURE PAGES FOLLOW]

33

---

IN
WITNESS WHEREOF, the parties have caused this Lease be duly executed and delivered as of the date first above written.

| |  | MANDALAY RESORT GROUP, A NEVADA CORPORATION                                                                                                                                                                
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                        
| |  |                                                                                                                                                                                                            
| |  | MANDALAY CORP., a Nevada corporation                                                                                                                                                                       
| |  | RAMPARTS, INC., a Nevada corporation                                                                                                                                                                       
| |  | NEW CASTLE CORP., a Nevada corporation                                                                                                                                                                     
| |  | CIRCUS CIRCUS CASINOS, INC., a Nevada corporation                                                                                                                                                          
| |  | By                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                            
| |  | WELLS FARGO BANK NORTHWEST, N.A., not in its individual capacity, but solely as Trustee under the Trust Agreement dated as of December 21, 2001, as Lessor                                                 
| |  | By                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                            
| |  | Payment Office:                                                                                                                                                                                            
| |  | Bank: Wells Fargo Bank Northwest, N.A.
ABA Routing #: 121000248
Account #: 051-09221-15
Account Name: Corporate Trust Services
Attn: Corporate Trust/Krystal Bagshaw
Reference: Mandalay Resort Group38120

34

---

THIS
COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART. Receipt of this original counterpart of the foregoing Lease is hereby acknowledged as of the date hereof.

|                                                   |  |                             |  | 
|-------------------------------------------------- |  | --------------------------- |  | 
|WELLS FARGO BANK NEVADA, N.A., as Collateral Agent |  |                            
|By:                                                |  | /s/NANCY M. DAHL            |  | 
|                                                   |  | Nancy M. Dahl
Trust Officer |  | 

35

---

EXHIBIT A
to Lease

DESCRIPTION OF THE FACILITIES

[Note: The following description is compiled from Mandalay's Public Disclosures]

MANDALAY BAY.This property, which opened March 2, 1999, is the first major resort on the Las
Vegas Strip to greet visitors arriving in Las Vegas on I-15, the primary thoroughfare between Las Vegas and southern California. The 43-story South Seas themed hotel-casino
resort has approximately 3,700 guest rooms (including the 424-room Four Seasons at Mandalay Bay) and a 135,000-square-foot casino which, as of October 31,
2001, featured 2,126 slot machines and 128 table games. Mandalay Bay's attractions include an 11-acre tropical lagoon featuring a sand-and-surf beach and a
three-quarter-mile lazy river ride. The property features 13 restaurants, such as Charlie Palmer's Aureole, Wolfgang Puck's Trattoria Del Lupo, China Grill, rumjungle, Red Square and
Border Grill, as well as a House of Blues nightclub and restaurant, including its signature Foundation Room (situated on Mandalay Bay's top floor). Additional features include a
125,000-square-foot convention facility and a 30,000-square-foot spa. Mandalay Bay offers multiple entertainment venues that include the Shark Reef at
Mandalay Bay featuring sharks and rare sea predators, a 1,700-seat showroom, the rumjungle nightclub and a 12,000-seat special events arena that features additional
entertainment and sporting events. Mandalay Bay was designed to attract a higher income customer than historically targeted. We have commenced construction of a three-level convention and meeting
complex. The facility will be located on approximately 16.5 acres adjacent to the existing Mandalay Bay Conference Center and will include more than one million square feet of exhibit space. Upon
completion of the project, Mandalay Bay will offer a total of almost two million gross square feet of conference and exhibit space. Following the events of September 11, construction on the
facility was temporarily suspended. Mandalay intends to resume construction in the first quarter of its next fiscal year, with the facility currently expected to open in January 2003. The cost
of the convention center, excluding land, preopening expenses and capitalized interest, is estimated to be $235 million. As of October 31, 2001, Mandalay and/or its Subsidiaries had
incurred costs of $46.5 million related to this project.

LUXOR.This property is an Egyptian-themed hotel and casino complex situated on 64 acres of our
Mandalay mile, between Mandalay Bay and Excalibur. The resort features a 30-story pyramid and two 22-story hotel towers. In total, the property has 4,404 guest rooms. The
resort has a 120,000-square-foot casino which as of October 31, 2001, featured 2,019 slot machines and 103 table games. Luxor offers 20,000 square feet of convention
space, a 20,000-square-foot spa, a 1,200-seat showroom that features the off-Broadway show "Blue Man Group," a nightclub, and food and entertainment
venues on three different levels beneath a soaring hotel atrium. The pyramid's 2,454 guest rooms can be reached from the four corners of the building by
state-of-the-art "inclinators" which travel at a 39-degree angle. Above the pyramid's casino, the property offers a special format motion base ride and
an IMAX 2D/3D theater. Luxor's other public areas include a buffet with a seating capacity of approximately 800, seven restaurants including three gourmet restaurants, as well as a snack bar, a food
court featuring national fast food franchises, several cocktail lounges and a variety of specialty shops.

EXCALIBUR.This property is a castle-themed hotel and casino complex situated on a
53-acre site immediately to the north of Luxor. Excalibur has 4,008 hotel rooms and a 110,000-square-foot casino which, as of October 31, 2001, featured
2,209 slot machines and 72 table games. Excalibur's other public areas include a Renaissance fair, a medieval village, an amphitheater with a seating capacity of nearly 1,000 where nightly mock
jousting tournaments and costume drama are presented, two dynamic motion theaters, various artisans' booths and medieval games of skill. In addition, Excalibur has a

36

---

buffet restaurant with a seating capacity of approximately 1,300, seven themed restaurants, as well as several snack bars, cocktail lounges and a variety of specialty shops.

CIRCUS CIRCUS-LAS VEGAS.This property, which is our original resort, is a circus-themed
hotel and casino complex situated on approximately 69 acres on the north end of the Las Vegas Strip. The property features 3,744 guest rooms and a 109,000-square-foot casino
which, as of October 31, 2001, featured 2,229 slot machines and 78 table games. From a "Big Top" above the casino, Circus Circus-Las Vegas offers its guests a variety of circus acts
performed daily, free of charge. A mezzanine area overlooking the casino has a circus midway with carnival-style games and an arcade that offers a variety of amusements and electronic games. Three
specialty restaurants, a buffet with a seating capacity of approximately 1,200, two coffee shops, three fast food snack bars, several cocktail bars and a variety of gift shops and specialty shops are
also available to the guests at Circus Circus-Las Vegas. The Adventuredome, covering approximately five acres, offers theme park entertainment that includes a high-speed,
double-loop, double-corkscrew roller coaster, a coursing river flume ride on white-water rapids, an IMAX motion base ride, several rides and attractions designed for preschool age
children, themed carnival-style midway games, a state-of-the-art arcade, a 65-foot waterfall, animated life-size dinosaurs, food kiosks and
souvenir shops, all in a climate-controlled setting under a giant space-frame dome. Circus Circus-Las Vegas also offers accommodations for approximately 384 recreational vehicles at the
property's Circusland Recreational Vehicle Park

37

---

EXHIBIT B
to Lease

LEASE SUPPLEMENT NO.1

---

(1)Use
this form if parties elect to have only one Lease Supplement rather than separate Lease Supplements for each Lessee.

LEASE
SUPPLEMENT NO.    dated this    day of December, 2001 (this "Lease Supplement") among MANDALAY RESORT GROUP,
a Nevada corporation ("Mandalay"), MANDALAY CORP., a Nevada corporation, RAMPARTS, INC., a Nevada corporation, NEW CASTLE CORP., a Nevada
corporation, CIRCUS CIRCUS CASINOS, INC., a Nevada corporation, (each, a "Lessee" and collectively,
"Lessees"), and WELLS FARGO BANK NORTHWEST, N.A., a national banking association ("Lessor"), not in its
individual capacity, but solely in its capacity as Trustee under the Trust
Agreement (Mandalay Trust No. 2001-A) dated as of December 21, 2001, among Trustee and the Certificate Holders named therein;

W I T N E S S E T H:

WHEREAS, Lessees and Trustee have heretofore entered into that certain Master Lease dated as of December 21, 2001 (as amended, restated, supplemented or
otherwise modified from time to time, the "Lease"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings as specified
inAppendix 1to that certain Participation Agreement dated as of December 21, 2001, among Lessees; Mandalay and its Subsidiaries listed
onSchedule Ithereto, as Guarantors; Lessor, not in its individual capacity, except as expressly stated therein, but solely as Trustee; the
Persons named onSchedule IIthereto, as Certificate Holders; the Persons named on Schedule IIIthereto, as Lenders; and Wells Fargo Bank Nevada,
N.A., not in its individual capacity, except as expressly stated therein, but
solely as Collateral Agent (as from time to time amended, restated, supplemented or otherwise modified, the "Participation Agreement"); and the rules of
interpretation set forth inAppendix 1to the Participation Agreement shall apply to this Lease Supplement.

WHEREAS,
the Lease provides for the execution and delivery of a Lease Supplement on any Advance Date substantially in the form hereof for the purpose of confirming the acceptance and
lease of certain items of Equipment, and setting forth certain other matters, all as required pursuant to the Lease;

NOW,
THEREFORE, in consideration of the premises and other good and sufficient consideration, Trustee, on behalf of the Participants, and Lessees hereby agree as follows:

1.Inspection and Approval.Lessees hereby acknowledge and confirm that they have inspected and approved the
Equipment set forth onSchedule Ihereto for all purposes of the Lease and the other Operative Documents and, as between Trustee, on behalf of
the Participants, and Lessees only (and without impairing in any manner any Lessee's rights and claims with respect to any vendor, manufacturer or supplier), such Equipment complies in all material
respects with the specifications for such Equipment, is in good working order, repair, condition and appearance, and without defect therein with respect to design, manufacture, conditions, operation
and fitness for use or in any other respect, whether or not discoverable by Lessees as of the date hereof. Lessees reaffirm, as to the items of Equipment set forth in Schedule I, each of the
waivers, acknowledgments and agreements of Lessees set forth in the Lease.

2.Delivery and Acceptance.Trustee, on behalf of the Participants, hereby confirms delivery and lease to
Lessees, and Lessees hereby confirm acceptance of delivery and lease from Trustee, on behalf

38

---

of the Participants, under the Lease as hereby supplemented, of each of the items of Equipment listed onSchedule Ihereto.

3.Warranty.Each Lessee hereby represents and warrants that to its knowledge no event which would constitute a
Casualty under the Lease has occurred with respect to the items of Equipment set forth onSchedule Ihereto as of the date hereof. Each Lessee
hereby reaffirms each of the representations and warranties set forth in the Lease as if made on the date hereof, except to the extent any such representation and warranty relates to an earlier date,
which representation and warranty was true and correct in all material respects as of such earlier date. Without in any way limiting the foregoing, each Lessee represents and warrants to Trustee, on
behalf of the Participants, that the Equipment set forth onSchedule Ihereto which will be transferred by Lessee to Trustee, for the benefit of
the Participants, is free and clear of all Liens.

4.Confirmation.Lessees hereby confirm their agreement, in accordance with the Lease, to pay Rent to Trustee,
for the benefit of the Participants, for the Equipment leased hereunder. Nothing herein shall reduce any Lessee's obligation to make any payments required under the Lease, including those payments to
be made on the last day of the Lease Term.

5.Incorporation into Lease.This Lease Supplement shall be construed in connection with and as part of the
Lease, and all terms, conditions and covenants contained in the Lease, as supplemented by this Lease Supplement, shall be and remain in full force and effect and shall govern the Equipment described
onSchedule Ihereto.

6.References.Any and all notices, requests, certificates and other instruments executed and delivered
concurrently with or after the execution and delivery of this Lease Supplement may refer to the "Master Lease, dated as of December 21, 2001", or may identify the Lease in any other respect
without making specific reference to this Lease Supplement, but nevertheless all such references shall be deemed to include this Lease Supplement, unless the context shall otherwise require.

7.Joint and Several.Each acknowledgment, agreement, representation, warranty, covenant and obligation of each
Lessee shall be joint and several as to all Lessees.

8.Counterparts.This Lease Supplement may be executed in any number of counterparts, each executed counterpart
constituting an original but all together one and the same instrument.

9.Governing Law.THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS AND
DECISIONS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

39

---

IN
WITNESS WHEREOF, the parties hereto have caused this Lease Supplement to be duly executed and delivered on the day and year first above written.

| |  | "Lessees":                                                                                                                            
| |  | --------------------------------------------------------------------------------------------------------------------------------------
| |  | MANDALAY RESORT GROUP, as Lessee                                                                                                      
| |  | By:                                                                                                                                   
| |  |                                                                                                                                       
| |  | MANDALAY CORP., as Lessee                                                                                                             
| |  | By:                                                                                                                                   
| |  |                                                                                                                                       
| |  | RAMPARTS, INC., as Lessee                                                                                                             
| |  | By:                                                                                                                                   
| |  |                                                                                                                                       
| |  | NEW CASTLE CORP., as Lessee                                                                                                           
| |  | By:                                                                                                                                   
| |  |                                                                                                                                       
| |  | CIRCUS CIRCUS CASINOS, INC., as Lessee                                                                                                
| |  | By:                                                                                                                                   
| |  |                                                                                                                                       
| |  | "Lessor":                                                                                                                             
| |  | WELLS FARGO BANK NORTHWEST, N.A., not individually, but solely as Trustee under the Trust Agreement, and on behalf of the Participants
| |  | By:                                                                                                                                   
| |  |                                                                                                                                       

40

---

SCHEDULE I  TO LEASE SUPPLEMENT NO.

Items of Equipment/Systems transferred to Trustee, on behalf of the Participants, and leased to Lessees on December    , 2001 (the
"Advance Date") and subject to this Lease Supplement:

|Descriptions of Item/Systems(2) |  | Identification
Number, if any |  | Location |  | Purchase Price
|------------------------------- |  | ----------------------------- |  | -------- |  | --------------

---

(2)
In the case of any System, describe System generally and include specifics on component items of Equipment.

41

---

SCHEDULE II  TO LEASE SUPPLEMENT NO.

|Advance Date:                                                                       |  | December      , 2001
|----------------------------------------------------------------------------------- |  | --------------------
|Aggregate Purchase Price for all Items of Equipment/Systems described onSchedule I: |  | $                   

42

---

SCHEDULE I to Lease

AMORTIZATION COMPONENT OF BASIC RENT  [to follow]

43

---

QuickLinks