Exhibit 10.58


 


EXECUTION VERSION


APNs
162-16-211-002, 162-16-211-003, 162-16-202-005

Tax Mailing Address:


 


Lido Casino
Resort, LLC

c/o Finance Department

201 East Sands Avenue

Las Vegas, Nevada 89109-2017


 


Recording
Requested By and Recorded

Counterparts Should be Returned to:


 


Harris Freidus,
Esq.

Paul Weiss Rifkind Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064


 


DEED OF TRUST,
ASSIGNMENT OF RENTS AND LEASES,

SECURITY AGREEMENT AND FIXTURE FILING


 


made by


 


LIDO CASINO RESORT,
LLC,

a Nevada limited liability company


 


as Trustor,


 


to


 


FIRST AMERICAN
TITLE INSURANCE COMPANY,

a California corporation,

as Trustee,

for the benefit of


 


U.S. BANK NATIONAL
ASSOCIATION,

in its capacity as the Mortgage Notes Indenture Trustee,


 


as Beneficiary


 


THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS
AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY,
NEVADA UNDER THE NAME OF LIDO CASINO RESORT, LLC AS “DEBTOR” AND U.S.
BANK NATIONAL ASSOCIATION AS “SECURED PARTY.”


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE COVENANTS OF TRUSTOR

  	
   

  
	
   

  	
   

  
	
  1.1

  	
  Performance of Financing
  Agreements

  	
   

  
	
  1.2

  	
  General Representations,
  Covenants and Warranties

  	
   

  
	
  1.3

  	
  Compliance with Legal Requirements

  	
   

  
	
  1.4

  	
  Impositions

  	
   

  
	
  1.5

  	
  Insurance.

  	
   

  
	
  1.6

  	
  Condemnation

  	
   

  
	
  1.7

  	
  Space
  Leases

  	
   

  
	
  1.8

  	
  Authorization by Trustor

  	
   

  
	
  1.9

  	
  Security Agreement and
  Financing Statements

  	
   

  
	
  1.10

  	
  Assignment of Rents and Leases

  	
   

  
	
  1.11

  	
  Beneficiary’s Cure of
  Trustor’s Default

  	
   

  
	
  1.12

  	
  Use of Land

  	
   

  
	
  1.13

  	
  Affiliates and Restricted
  Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO CORPORATE LOAN PROVISIONS  21

  	
   

  
	
   

  	
   

  
	
  2.1

  	
  Interaction with Indenture
  and Subsidiary Guaranty

  	
   

  
	
  2.2

  	
  Other Collateral

  	
   

  
	
  2.3

  	
  Subordination to Bank Fee Deed
  of Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE DEFAULTS  22

  	
   

  
	
   

  	
   

  
	
  3.1

  	
  Event of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR REMEDIES  23

  	
   

  
	
   

  	
   

  
	
  4.1

  	
  Acceleration of Maturity

  	
   

  
	
  4.2

  	
  Protective Advances

  	
   

  
	
  4.3

  	
  Institution of Equity
  Proceedings

  	
   

  
	
  4.4

  	
  Beneficiary’s Power of
  Enforcement

  	
   

  
	
  4.5

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

  	
   

  
	
  4.6

  	
  Leases

  	
   

  
	
  4.7

  	
  Purchase by Beneficiary

  	
   

  
	
  4.8

  	
  Waiver of Appraisement,
  Valuation, Stay, Extension and Redemption Laws

  	
   

  
	
  4.9

  	
  Receiver

  	
   

  
	
  4.10

  	
  Suits to Protect the Trust Estate

  	
   

  
	
  4.11

  	
  Proofs of Claim

  	
   

  
	
  4.12

  	
  Trustor to Pay the Notes on
  Any Default in Payment; Application of Monies by Beneficiary

  	
   

  



 





















 


	
  4.13

  	
  Delay or Omission; No Waiver

  	
   

  
	
  4.14

  	
  No Waiver of One Default to
  Affect Another

  	
   

  
	
  4.15

  	
  Discontinuance of
  Proceedings; Position of Parties Restored

  	
   

  
	
  4.16

  	
  Remedies Cumulative

  	
   

  
	
  4.17

  	
  Interest After Event of Default

  	
   

  
	
  4.18

  	
  Foreclosure; Expenses of
  Litigation

  	
   

  
	
  4.19

  	
  Deficiency Judgments

  	
   

  
	
  4.20

  	
  Waiver of July Trial

  	
   

  
	
  4.21

  	
  Exculpation of Beneficiary

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE RIGHTS AND RESPONSIBILITIES
  OF TRUSTEE; OTHER PROVISIONS RELATING TO TRUSTEE

  	
   

  
	
   

  	
   

  
	
  5.1

  	
  Exercise of Remedies by Trustee

  	
   

  
	
  5.2

  	
  Rights and Privileges of Trustee

  	
   

  
	
  5.3

  	
  Resignation or Replacement
  of Trustee

  	
   

  
	
  5.4

  	
  Authority of Beneficiary

  	
   

  
	
  5.5

  	
  Effect of Appointment of Successor
  Trustee

  	
   

  
	
  5.6

  	
  Confirmation of Transfer and
  Succession

  	
   

  
	
  5.7

  	
  Exculpation

  	
   

  
	
  5.8

  	
  Endorsement and Execution of
  Documents

  	
   

  
	
  5.9

  	
  Multiple Trustees

  	
   

  
	
  5.10

  	
  Terms of Trustee’s Acceptance

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  
	
  6.1

  	
  Heirs,
  Successors and Assigns Included in Parties

  	
   

  
	
  6.2

  	
  Addresses for Notices, Etc

  	
   

  
	
  6.3

  	
  Change of Notice Address

  	
   

  
	
  6.4

  	
  Headings

  	
   

  
	
  6.5

  	
  Invalid Provisions to Affect No
  Others

  	
   

  
	
  6.6

  	
  Changes and Priority Over
  Intervening Liens

  	
   

  
	
  6.7

  	
  Estoppel
  Certificates

  	
   

  
	
  6.8

  	
  Waiver of Setoff and Counterclaim

  	
   

  
	
  6.9

  	
  Governing Law

  	
   

  
	
  6.10

  	
  Reconveyance

  	
   

  
	
  6.11

  	
  Attorneys’
  Fees

  	
   

  
	
  6.12

  	
  Late Charges

  	
   

  
	
  6.13

  	
  Cost of Accounting

  	
   

  
	
  6.14

  	
  Right of Entry

  	
   

  
	
  6.15

  	
  Corrections

  	
   

  
	
  6.16

  	
  Statute of Limitations

  	
   

  
	
  6.17

  	
  Subrogation

  	
   

  
	
  6.18

  	
  Joint and Several Liability

  	
   

  
	
  6.19

  	
  Homestead

  	
   

  
	
  6.20

  	
  Context

  	
   

  
	
  6.21

  	
  Time

  	
   

  



 


ii





















 


	
  6.22

  	
  Interpretation

  	
   

  
	
  6.23

  	
  Effect of NRS § 107.030

  	
   

  
	
  6.24

  	
  Amendments

  	
   

  
	
  6.25

  	
  No Conflicts

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN POWER OF ATTORNEY

  	
   

  
	
   

  	
   

  
	
  7.1

  	
  Grant
  of Power

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  DESCRIPTION OF LAND (HOTEL/CASINO, CONGRESS AND
  VAGABOND)

  	
   

  
				



 


iii





















 


DEED OF
TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY
AGREEMENT AND FIXTURE FILING


 


THIS
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE
FILING (hereinafter called “Deed of Trust”) is made and effective as of
September 30, 2004, by LIDO CASINO RESORT, LLC, a Nevada limited liability
company together with all successors and assigns of the Trust Estate (as
hereinafter defined), “Trustor”), whose address is 3355 Las Vegas
Boulevard South, Las Vegas, Nevada 89109, Attention:  General Counsel, to FIRST AMERICAN TITLE
INSURANCE COMPANY, a California corporation, whose address is 180 Cassia Way,
Suite 502, Henderson, Nevada 89104, Attention: 
Julie Skinner, as Trustee (“Trustee”), for the benefit of U.S.
BANK NATIONAL ASSOCIATION (“Beneficiary”), in its capacity as the
Mortgage Notes Indenture Trustee under that certain Indenture, dated as of June
4, 2002, among Las Vegas Sands, Inc. (“LVSI”), Venetian Casino Resort,
LLC (“Venetian”), Beneficiary and the other parties signatory thereto
(as the same may be further amended, supplemented, amended and restated,
increased or otherwise modified from time to time, the “Mortgage Notes
Indenture”) and pertaining to the 11.00% Mortgage Notes due 2010 issued by
Trustor in the aggregate principal amount of $850,000,000.


 


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


 


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


 


“Appurtenant
Rights” means all singular tenements, hereditaments, rights, reversions,
remainders, development rights, privileges, benefits, Easements, rights of way,
gores or strips of land, streets, ways, alleys, passages, sewer rights, water
courses, water rights and powers, and all appurtenances whatsoever and claims
or demands of Trustor at law or in equity in any way belonging, benefiting,
relating or appertaining to the Site, the air space over the Site, the Project
and the Improvements or any of the Trust Estate encumbered by this Deed of
Trust, or which hereinafter shall in any way belong, relate or be appurtenant
thereto, whether now owned or hereafter acquired by Trustor, whether or not the
same are of record.


 


“Bank
Credit Agreement” means that certain Credit Agreement, dated as of August
20, 2004, among LVSI, Venetian, The Bank of Nova Scotia, a Canadian chartered
bank (“Scotiabank”), Goldman Sachs Credit Partners L.P., as syndication
agent, sole lead arranger and sole bookrunner and the lenders party thereto,
together with all related agreements, instruments and documents executed or
delivered pursuant thereto at any time (including, without limitation, all
notes, mortgages, guarantees, security agreements and all other collateral and
security documents), in each case as such agreements, instruments and documents
may be amended (including any amendment and restatement thereof), supplemented
or otherwise modified from time to time, including, without limitation, any agreement
extending the maturity of, refinancing, replacing or otherwise restructuring
(including increasing the aggregate principal amount that may be


 


 





















 


borrowed thereunder but only to the extent permitted
by the terms of the Mortgage Notes Indenture) all or any portion of the
Indebtedness and other obligations under such agreement or agreements or any
successor or replacement agreement or agreements, and whether by the same or
any other agent, lender or group of lenders.


 


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


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy”
as now and hereafter in effect, or any successor statute.


 


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


 


“Easement”
means any easement appurtenant, easement in gross, license agreement or other
right running for the benefit of Trustor, the Site or the Project or
appurtenant thereto which benefits the Site, the Project or the Improvements,
including 


 





















 


those easements and licenses which benefit any of the foregoing and are
described in the Cooperation Agreement or each title insurance policy issued by
the Title Insurer with regard to the Site.


 


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


 


“Existing
Casino Complex” means the Venetian Casino Resort, a Venetian-themed hotel,
casino, retail, meeting and entertainment complex with an existing total of
approximately 4,000 suites, approximately 116,000 square feet of casino space
and approximately 650,000 square feet of meeting and conference space, located
at 3355 Las Vegas Boulevard South, Clark County, Nevada.


 


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


 


“FF&E
Facility” shall have the definition given to such term in the Bank Credit
Facility.


 


“Governmental
Instrumentality” shall have the definition given to such term in the Bank
Credit Facility.


 


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


 


“Improvements”
means (1) all the buildings, structures, facilities and improvements of every
nature whatsoever now or hereafter situated on the Site or the


 





















 


Project, and (2) all fixtures, machinery, appliances, goods, building
or other materials, equipment, including, without limitation, all gaming equipment
and devices, and all machinery, equipment, engines, appliances and fixtures for
generating or distributing air, water, heat, electricity, light, fuel or
refrigeration, or for ventilating or sanitary purposes, or for the exclusion of
vermin or insects, or for the removal of dust, refuse or garbage; all wall
beds, wall safes, built in furniture and installations, shelving, lockers,
partitions, doorstops, vaults, motors, elevators, dumb waiters, awnings, window
shades, venetian blinds, light fixtures, fire hoses and brackets and boxes for
the same, fire sprinklers, alarm, surveillance and security systems, computers,
drapes, drapery rods and brackets, mirrors, mantels, screens, linoleum, carpets
and carpeting, plumbing, bathtubs, sinks, basins, pipes, faucets, water
closets, laundry equipment, washers, dryers, ice boxes and heating units; all
kitchen and restaurant equipment, including, but not limited to, silverware,
dishes, menus, cooking utensils, stoves, refrigerators, ovens, ranges,
dishwashers, disposals, water heaters, incinerators, furniture, fixtures and
furnishings, communication systems, and equipment; all cocktail lounge
supplies, including but not limited to bars, glassware, bottles and tables used
in connection with the Site, the Project and the Improvements; all chaise
lounges, hot tubs, swimming pool heaters and equipment and all other
recreational equipment (computerized and otherwise), beauty and barber
equipment, and maintenance supplies used in connection with the Site, the
Project and Improvements; all amusement rides and attractions attached to the
Site, the Project and the Improvements, all specifically designed installations
and furnishings, and all furniture, furnishings and personal property of every
nature whatsoever now or hereafter owned or leased by Trustor or in which
Trustor has any rights or interest and located in or on, or attached to, or
used or intended to be used or which are now or may hereafter be appropriated
for use on or in connection with the operation of the Site, the Project or the
Improvements or any personal property encumbered hereby or any other
Improvements, or in connection with any construction being conducted or which
may be conducted thereon, and all extensions, additions, accessions,
improvements, betterments, renewals, substitutions, and replacements to any of
the foregoing, and all of the right, title and interest of Trustor in and to
any such property, which, to the fullest extent permitted by Legal
Requirements, shall be conclusively deemed fixtures and improvements and a part
of the Trust Estate hereby encumbered.


 


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


 


“Insolvent”
means with respect to any Person, that such Person shall be deemed to be
insolvent if such Person shall fail generally, or shall admit in writing its
inability, to pay its debts as such debts become due and payable and a period
of thirty (30) days shall have elapsed.


 





















 


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


 


“Intercreditor
Agreement” means the Amended and Restated Intercreditor Agreement, dated as
of August 20, 2004, among the Scotiabank, Scotia Capital and the Mortgage Notes
Indenture Trustee.


 


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


 


“Legal
Requirements” means all laws, statutes, orders, decrees, injunctions,
licenses, permits, approvals, agreements and regulations of any Governmental Instrumentality
having jurisdiction over the matter in question.


 


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


 





















 


“Nevada
Gaming Authorities” shall mean, collectively, the Nevada Gaming Commission,
the Nevada State Gaming Control Board, and the Clark County Liquor and Gaming
Licensing Board.


 


“Nevada
Gaming Laws” means the Nevada Gaming Control Act, as modified in Chapter
463 of the Nevada Revised Statutes, as amended from time to time, and the
regulations of the Nevada Gaming Commission promulgated thereunder, as amended
from time to time.


 


“Notes”
means, collectively, those certain 11.00% Mortgage Note(s) due 2010 issued
pursuant to the Mortgage Notes Indenture, as the same may be amended or
replaced from time to time in accordance with its terms.


 


“Obligations”
means the payment and performance of each covenant and agreement of Trustor
contained in the Notes, the Mortgage Notes Indenture, this Deed of Trust and
the other Mortgage Notes Indenture Security Documents.


 


“Person”
means natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, limited liability partnerships,
joint stock companies, Joint Ventures, associations, companies, trusts, banks,
trust companies, land trusts, business trusts or other organizations, whether
or not legal entities, and governments (whether federal, state or local,
domestic or foreign, and including political subdivisions thereof) and agencies
or other administrative or regulatory bodies thereof.


 


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


 


“Proceeds”
has the meaning assigned to it under the UCC and, in any event, shall include,
but not be limited to:  (i) any and all
proceeds of any insurance (including without limitation property casualty and
title insurance), indemnity, warranty or guaranty payable from time to time
with respect to all or a portion of the Trust Estate; (ii) any and all proceeds
in the form of accounts, security deposits, tax escrows (if any), down payments
(to the extent Legal Requirements permit the same may to be pledged),
collections, contract rights, documents, instruments, chattel paper, Liens and
security instruments, guarantees or general intangibles relating in whole or in
part to the Site, the Project or the Improvements and all rights and remedies
of whatever kind or nature Trustor or its Restricted Subsidiaries may hold or
acquire for the purpose of securing or enforcing any obligation due Trustor or
then Restricted Subsidiaries thereunder; (iii) any and all payments in any form
whatsoever made or due and payable from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Trust Estate by any Governmental Instrumentality; (iv) subject to
the absolute assignment contained herein, the Rents or other benefits arising
out of, in connection with or pursuant to any Space Lease of the Trust Estate;
and (v) any and all other amounts from time to time paid or payable in
connection with any of the Trust Estate; provided, however, that neither the
Trustor nor its Restricted Subsidiaries is authorized to sell, transfer,
convey, mortgage, pledge, grant rights in or otherwise dispose of any of the
Trust Estate unless permitted under the Credit Agreement and the Subsidiary
Guaranty.


 





















 


“Project”
means the approximately 3,000 suite hotel, a gaming facility of approximately
100,000 square feet, a multi-story parking structure and a meeting complex to
be integrated with the Existing Casino Complex and located on approximately a
portion of the Site adjacent to the Existing Casino Complex.


 


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


 


“Resort
Complex Operative Documents” shall have the definition given to such term
in the Bank Credit Facility.


 


“Restricted
Subsidiary” means each Subsidiary of LVSI (other than Venetian) that is not
an Excluded Subsidiary (as defined in the Bank Credit Agreement).


 


“Site”
means the Land and the Easements.


 


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


 


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


 


“State”
means the State of Nevada.


 


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


 





















 


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


 


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


 


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


 


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


 


The
following terms shall have the meaning assigned to such terms in the Mortgage
Notes Indenture:


 


Affiliate


Asset Sale


Bankruptcy Law


Business Day


Cooperation
Agreement


Gaming License


Lien


Net Loss Proceeds


Note Guarantor


Permitted Liens


Restricted Subsidiary


Subsidiary


 





















 


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


 


Financing
Agreements


Indebtedness


Mortgage Note
Holder(s)


Mortgage Notes
Indenture Security Documents


Security Agreement


Security Documents


 


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


 


W  I
T
N
E
S
S
E
T
H:


 


IN
CONSIDERATION OF TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND FOR THE PURPOSE
OF SECURING in favor of Beneficiary (1) the due and punctual payment of the
indebtedness evidenced by the Notes; (2) the performance of the Obligations and
of each covenant and agreement of Trustor and the Restricted Subsidiaries
contained in the Mortgage Notes Indenture, herein and in the other Mortgage
Notes Indenture Security Documents; (3) the payment of such additional loans or
advances as hereafter may be made to either Trustor (individually or jointly
and severally with any other Person), its successors or assigns or any
Restricted Subsidiary, when evidenced by a promissory note or notes reciting
that they are secured by this Deed of Trust; provided, however,
that any and all future advances by Beneficiary or the Mortgage Note Holders to
either Trustor or any of its Restricted Subsidiaries made for the improvement,
protection or preservation of the Trust Estate, together with interest at the
rate applicable to overdue principal set forth in Section 4.01 of the Mortgage
Notes Indenture, shall be automatically secured hereby unless such a note or
instrument evidencing such advances specifically recites that it is not
intended to be secured hereby and (4) the payment of all sums expended or
advanced by Beneficiary under or pursuant to the terms hereof or to protect the
security hereof (including Protective Advances as such term is defined in Section
4.2 hereof), together with interest thereon as herein provided, Trustor, in
consideration of the premises, and for the purposes aforesaid, does hereby
ASSIGN, BARGAIN, CONVEY, PLEDGE, RELEASE, HYPOTHECATE, WARRANT, AND TRANSFER
WITH POWER OF SALE UNTO TRUSTEE IN TRUST FOR THE BENEFIT OF BENEFICIARY AND THE
MORTGAGE NOTES HOLDER(S) each of the following:


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


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


 





















 


or realize upon any guaranty of any Space Lease; to terminate, modify,
or amend the Space Leases; to obtain possession of, use, or occupy, any of the
real or personal property subject to the Space Leases; and to enforce or
exercise, whether at law or in equity or by any other means, all provisions of
the Space Leases and all obligations of the tenants thereunder based upon (A)
any breach by such tenant under the applicable Space Lease (including any claim
that Trustor may have by reason of a termination, rejection, or disaffirmance
of such Space Lease pursuant to the Bankruptcy Code) and (B) the use and
occupancy of the premises demised, whether or not pursuant to the applicable
Space Lease (including any claim for use and occupancy arising under landlord
tenant law of the State or the Bankruptcy Code).  A revocable license is hereby granted to
Trustor, so long as no Event of Default has occurred and is continuing
hereunder, to collect and use the Rents, as they become due and payable, but not
more than one (1) month in advance thereof. 
Upon the occurrence of an Event of Default, the permission hereby
granted to Trustor to collect the Rents shall automatically be revoked without
notice until such time as such Event of Default is cured and such cure is
accepted by the Beneficiary; provided, however, to the extent that the holders
of a majority in aggregate principal amount of the then outstanding Notes
rescind and annul an acceleration of the Obligations in accordance with and as
permitted by Section 6.02 of the Mortgage Note Indenture, such revocable
license shall be reinstated.  Beneficiary
shall have the right, at any time and from time to time, to notify any Space
Lessee of the rights of Beneficiary as provided by this Section (G);


 


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


 


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


 


(I)            TOGETHER
WITH, to the extent permitted by, or not prohibited by, the Nevada Gaming Laws
and other applicable Legal Requirements, all the estate,


 





















 


right, title and interest of Trustor of, in and to any and all
licenses, permits, variances, special permits, franchises, certificates,
rulings, certifications, validations, exemptions, filings, registrations,
authorizations, consents, approvals, waivers, orders, rights and agreements
(including, without limitation, options, option rights, contract rights now or
hereafter obtained by Trustor from any Governmental Instrumentality having or
claiming jurisdiction over the Site, the Project, the Improvements or any other
element of the Trust Estate or providing access thereto, or the operation of
any business on, at or from the Site, the Project or the Improvements
including, without limitation, any liquor or Gaming Licenses, (except for any
registrations, licenses, findings of suitability or approvals issued by the Nevada
Gaming Authorities or any other liquor or gaming licenses which are non
assignable); provided, that upon an Event of Default hereunder or under the
Mortgage Note Indenture, if Beneficiary is not qualified under the Nevada
Gaming Laws to hold such Gaming Licenses, then Beneficiary may designate an
appropriately qualified third party to which an assignment of such Gaming
Licenses can be made in compliance with the Nevada Gaming Laws;


 


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


 


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


 


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


 





















 


execution of any documents necessary to evidence and perfect such Liens
or security interests;


 


(M)         TOGETHER
WITH, to the extent permitted by applicable Legal Requirements, any and all
Accounts Receivable and all royalties, earnings, Income, proceeds, products,
Rents, revenues, reversions, remainders, issues, profits, avails, production
payments, and other benefits directly or indirectly derived or otherwise
arising from any of the foregoing, all of which are hereby assigned to
Beneficiary, who, except as otherwise expressly provided in this Deed of Trust
(including the provisions of Section 1.10 hereof), is authorized to
collect and receive the same, to give receipts and acquittances therefor and to
apply the same to the Obligations secured hereunder, whether or not then due
and payable;


 


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


 


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


 


(P)           EXPRESSLY
EXCLUDING, HOWEVER, (i) Specified FF&E, (ii) any assets which if pledged,
hypothecated or given as collateral security would require Trustor to seek
approval of any Nevada Gaming Authority of the pledge, hypothecation or
collateralization, or require the Beneficiary or any Person to be licensed,
qualified or found suitable by an applicable Nevada Gaming Authority, (iii) any
contracts, contract rights, permits or general intangibles, which by their
terms or the operation of law prohibit or do not allow assignment or require
any consent for assignment which has not been obtained or which would be
breached by virtue of a security interest being granted therein and (iv) any
property or assets subject to a Lien permitted under clauses (2), (3) or
(12)(a) of the definition of Permitted Liens contained in the Mortgage Notes
Indenture.


 


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


 


 





















 


ARTICLE ONE



COVENANTS OF TRUSTOR


 


Trustor
agrees to comply with the following covenants to the Mortgage Note Holder(s)
pursuant to Trustor’s obligation under the Mortgage Notes Indenture, all such
covenants agreed to by Trustor:


 


1.1           Performance of Financing Agreements.  Trustor shall perform, observe and comply and
shall cause each Note Guarantor to perform, observe and comply with each and
every provision hereof and of the other Mortgage Notes Indenture Security
Documents and shall promptly pay, when payment shall become due, the principal
on the Notes with interest thereon, the other Obligations and all other sums
required to be paid by Trustor hereunder and thereunder, as the case may be.


 


1.2           General Representations, Covenants
and Warranties.  Trustor represents,
covenants and warrants that:  (a) Trustor
has good and marketable title to an indefeasible fee estate in the Site, free
and clear of all Liens except Permitted Liens, and that it has the right to
hold, occupy and enjoy its interest in the Trust Estate, and has good right,
full power and lawful authority to subject the Trust Estate to the Lien of this
Deed of Trust and pledge the same as provided herein and Beneficiary may at all
times peaceably and quietly enter upon, hold, occupy and enjoy the entire Trust
Estate in accordance with the terms hereof; (b) neither Trustor nor any of its
Subsidiaries is Insolvent and no bankruptcy or insolvency proceedings are
pending or contemplated by or, to the best of Trustor’s knowledge, threatened
against Trustor nor any of its Subsidiaries; (c) all costs arising from
construction of any Improvements, the performance of any labor and the purchase
of all Tangible Collateral and the Improvements have been or shall be paid when
due (subject to the provisions of the Mortgage Notes Indenture and this Deed of
Trust); (d) the Site has frontage on, and direct access for ingress and egress
to dedicated street(s); (e) Trustor shall at all times conduct and operate the
Trust Estate in a manner so as not to lose, or permit any Restricted Subsidiary
to lose the right to conduct gaming activities at the Project; (f) no material
part of the Trust Estate has been damaged, destroyed, condemned or abandoned,
other than those portions of the Trust Estate that have been the subject of
condemnation proceedings that have resulted in the conveyance of such portion
of the Trust Estate to the Trustor; (g) no part of the Trust Estate is the
subject of condemnation proceedings and Trustor has no knowledge of any
contemplated or pending condemnation proceeding with respect to any portion of
the Trust Estate other than condemnation proceedings set forth in Exhibit D;
and (h) Trustor acknowledges and agrees that it presently uses, and has in the
past used, certain trade or fictitious names in connection with the operation
of the business at the Trust Estate, including the names “Lido,” and “Palazzo”
(all of the foregoing, collectively, the “Enumerated Names”).  For all purposes of this Deed of Trust it
shall be deemed that the term “Trustor” includes, in addition to “Lido Casino
Resort, LLC” all trade or fictitious, names that Trustor (or any successor or
assign thereof) now or hereafter uses, or has in the past used with respect to
the Site, the Project or the 


 





















 


Improvements without limitation, with the same force and effect as if
this Deed of Trust had been executed in all such names (in addition to “Lido
Casino Resort, LLC”).


 


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


 


1.4           Impositions. 
Except as otherwise permitted by Section 4.05 of the Mortgage Notes
Indenture, (a) Trustor shall pay all Impositions as they become due and payable
and shall deliver to Beneficiary promptly upon Beneficiary’s request, evidence
satisfactory to Beneficiary that the Impositions have been paid or are not
delinquent; (b) Trustor shall not suffer to exist, permit or initiate the
joint assessment of the real and personal property, or any other procedure
whereby the Lien of Impositions and the Lien of the personal property taxes
shall be assessed, levied or charged to the Site, the Project and the
Improvements as a single Lien, except as may be required by Legal Requirements;
and (c) in the event of the passage of any law deducting from the value of
real property for the purposes of taxation any Lien thereon, or changing in any
way the taxation of deeds of trust or obligations secured thereby for state or
local purposes, or the manner of collecting such Impositions or taxes and
imposing an Imposition or tax, either directly or indirectly, on this Deed of
Trust or the Notes, Trustor shall pay all such Impositions and taxes and all
payments required with respect to Impositions and taxes pursuant to the terms
of the Cooperation Agreement (including, without limitation, Article VI
thereof).


 


1.5           Insurance.


 


(a)           Insurance
Requirements and Proceeds.


 


(i)            Insurance.  Trustor shall at its sole expense obtain for,
deliver to, assign and maintain for the benefit of Beneficiary, during the term
of this Deed of Trust, insurance policies insuring the Trust Estate and
liability insurance policies, all in accordance with the requirements of
Section 4.18 of the Mortgage Notes Indenture, if applicable.  Trustor shall promptly pay when due any
premiums on such insurance policies and on any renewals thereof and all payments
required with respect to the procurement of insurance pursuant to the terms of
the Cooperation Agreement (including, without limitation, Article VI
thereof).  In the event of the
foreclosure of this Deed of Trust or any other transfer of title to the Trust
Estate in extinguishment of the Obligations and other sums secured hereby, all
right, title and interest of Beneficiary in and to all insurance policies and
renewals thereof then in force shall pass to the purchaser or grantee.


 


(ii)           Handling of Proceeds.  All Proceeds from any insurance policies
shall be disbursed in accordance with the provisions of Section 6.4 of


 





















 


the Bank Credit Agreement, if applicable.  All Proceeds of insurance allocable to
Trustor, as owner of the Site, the Project and the Improvements and
attributable to business interruption insurance shall be collected, held,
handled and disbursed in accordance with Section 6.4 of the Bank Credit
Agreement, if applicable, or otherwise in accordance with Articles X and XI of
the Cooperation Agreement.  All Net Loss
Proceeds shall be applied by Trustor in accordance with Section 2.4B(iii)(b) of
the Bank Credit Agreement, or if the indebtedness under the Bank Credit
Agreement has been fully paid off, in accordance with Section 4.11 of the
Mortgage Notes Indenture.


 


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


 


1.6           Condemnation. 
Beneficiary is hereby authorized, at its option, to commence, appear in
and prosecute in its own or Trustor’s name any action or proceeding relating to
any condemnation and, subject to Article XII of the Cooperation Agreement, to
settle or compromise any claim in connection therewith, and Trustor hereby
appoints Beneficiary as its attorney in fact to take any action in Trustor’s
name pursuant to Beneficiary’s rights hereunder.  Immediately upon obtaining knowledge of the
institution of any proceedings for the condemnation of the Trust Estate, or any
portion thereof, Trustor shall notify the Trustee and Beneficiary of the
pendency of such proceedings.  Trustor
from time to time shall execute and deliver to Beneficiary all instruments
requested by it to permit such participation; provided, however, that such
instruments shall be deemed as supplemental to the foregoing grant of
permission to Trustee and Beneficiary, and unless otherwise required, the
foregoing permission shall, without more, be deemed sufficient to permit
Trustee and/or Beneficiary to participate in such proceedings on behalf of
Trustor.  All such compensation awards,
damages, claims, rights of action and Proceeds, and any other payments or
relief, and the right thereto, whether paid to Beneficiary or Trustor, are
included in the Trust Estate. 
Beneficiary, after deducting therefrom all its expenses, including
reasonable attorneys fees, shall apply all Proceeds paid directly to it in
accordance with the provisions of Section 4.11 of the Mortgage Notes
Indenture.  All such Proceeds paid
directly to the Trustor shall be applied by Trustor in accordance with Article
XII of the Cooperation Agreement and Section 2.4B(iii)(b) of the Credit
Agreement.  Trustor hereby waives any
rights it may have under NRS 37.115, as amended or recodified from time to
time.


 


1.7           Space Leases.


 


(a)           Trustor
represents and warrants that:


 





















 


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


 


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


 


(iii)          to Trustor’s knowledge,
no default now exists under any Space Lease on the part of Trustor or the
tenant thereunder;


 


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


 


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


 


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


 


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


 


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


 


1.8           Authorization by Trustor.


 


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


 


1.9           Security Agreement and Financing
Statements.  Trustor (as debtor)
hereby grants to Beneficiary (as creditor and secured party) a present and
future security interest in all Tangible Collateral, Intangible Collateral,
FF&E (subject to the provisions of Section 4.09 of the Mortgage Notes
Indenture which permits the granting of security


 





















 


interests in Specified FF&E to the providers of Indebtedness which
may be incurred under said Section to the extent that such Indebtedness is
permitted to be secured pursuant to Section 4.11 of the Mortgage Notes
Indenture pursuant to clauses (2), (3) or (12) of the definition of Permitted
Liens), the Improvements, all other personal property now or hereafter owned or
leased by Trustor or in which Trustor has or will have any interest, to the
extent that such property constitutes a part of the Trust Estate (whether or
not such items are stored on the Site, the Project, the Improvements or elsewhere),
Proceeds of the foregoing comprising a portion of the Trust Estate and all
proceeds of insurance policies and consideration awards arising therefrom and
all proceeds, products, substitutions, and accessions therefor and thereto,
subject to Beneficiary’s rights to treat such property as real property as
herein provided (collectively, the “Personal Property”).  Trustor shall execute any and all documents
and writings, including, without limitation, financing statements pursuant to
the UCC, as may be necessary or prudent to preserve and maintain the priority
of the security interest granted hereby on property which may be deemed subject
to the foregoing security agreement or as Beneficiary may reasonably request,
and shall pay to Beneficiary on demand any reasonable expenses incurred by
Beneficiary in connection with the preparation, execution and filing of any
such documents.  Trustor hereby
authorizes and empowers Beneficiary to execute and file, on Trustor’s behalf,
all financing statements and refilings and continuations thereof as advisable
to create, preserve and protect said security interest.  This Deed of Trust constitutes both a real
property deed of trust and a “security agreement,” within the meaning of the
UCC, and the Trust Estate includes both real and personal property and all
other rights and interests, whether tangible or intangible in nature, of
Trustor in the Trust Estate.  Trustor by
executing and delivering this Deed of Trust has granted to Beneficiary, as
security of the Obligations, a security interest in the Trust Estate.


 


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


 


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


 





















 


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


 


(d)           Priority;
Permitted Financing of Tangible Collateral. 
All Personal Property of any nature whatsoever which is subject to the
provisions of this security agreement shall be purchased or obtained by Trustor
in its name and free and clear of any Lien or encumbrance, except for Permitted
Liens, for use only in connection with the business and operation of the
Project, and shall be and at all times remain free and clear of any lease or
similar arrangement, chattel financing, installment sale agreement, security
agreement and any encumbrance of like kind, so that Beneficiary’s security
interest shall attach to and vest in Trustor for the benefit of Beneficiary,
with the priority herein specified, immediately upon the installation or use of
the Personal Property at the Site, the Project or the Improvements and Trustor
warrants and represents that Beneficiary’s security interest in the Personal
Property is a validly attached and binding security interest, properly
perfected and prior to all other security interests therein subject to
Permitted Liens.


 


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


 





















 


(f)            Removal
of Collateral.  Except as permitted
in the Mortgage Notes Indenture for damaged or obsolete Tangible Collateral
which is either no longer usable or which is removed temporarily for repair or
improvement or removed for replacement on the Trust Estate with Tangible
Collateral of similar function or as otherwise permitted herein, none of the
Tangible Collateral shall be removed from the Trust Estate without
Beneficiary’s prior written consent.


 


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


 


(h)           Release
of Liens.  To the extent any property
(including Specified FF&E) is financed by any lender pursuant to an
FF&E Facility, the Trustee shall release the Liens in favor of the
Beneficiary on such Specified FF&E and in connection therewith at the
Trustor’s expense, execute and deliver to the Trustor such documents
(including, without limitation UCC-3 termination statements) as the Trustor may
reasonably request to evidence such termination.


 


1.10         Assignment of Rents and Leases.  The assignment of Rents and Leases set out
above in Granting Clause (G) shall constitute an absolute and present
assignment to Beneficiary, subject to the revocable license granted therein to
Trustor to collect the Rents, and shall be fully operative without any further
action on the part of any party, and specifically upon the occurrence of an
Event of Default such license shall be automatically revoked and Beneficiary
shall be entitled upon the occurrence of an Event of Default hereunder to all
Rents and to enter into the Site, the Project and the Improvements to collect
all such Rents until such time as such Event of Default is cured and such cure
is accepted by the Beneficiary; provided, however, that Beneficiary shall not
be obligated to take possession of the Trust Estate, or any portion thereof.  The absolute assignment contained in Granting
Clause (G) shall not be deemed to impose upon Beneficiary any of the
obligations or duties of Trustor provided in any such Space Lease (including,
without limitation, any liability under the covenant of quiet enjoyment
contained in any Space Lease in the event that any lessee shall have been
joined as a party defendant in any action to foreclose this Deed of Trust and
shall have been barred and foreclosed thereby of all right, title and interest
and equity of redemption in the Trust Estate or any part thereof).


 


1.11         Beneficiary’s Cure of Trustor’s Default.  If Trustor defaults hereunder in the payment
of any tax, assessment, Lien, encumbrance or other Imposition, in its
obligation to furnish insurance hereunder, or in the performance or observance
of any other covenant, condition or term of this Deed of Trust or the
Cooperation Agreement, Beneficiary may, but is not obligated to, to preserve
its interest in the Trust


 





















 


Estate, perform or observe the same, but only upon not less than five
Business Days notice to Trustor and all payments made (whether such payments
are regular or accelerated payments) and reasonable costs and expenses incurred
or paid by Beneficiary in connection therewith shall become due and payable
immediately.  The amounts so incurred or
paid by Beneficiary, together with interest thereon at the interest rate
applicable to overdue principal set forth in Section 4.01 of the Mortgage Notes
Indenture, from the date incurred until paid by Trustor, shall be added to the
Obligations and secured by the Lien of this Deed of Trust.  Beneficiary is hereby empowered to enter and
to authorize others to enter upon the Site, the Project or the Improvements or
any part thereof for the purpose of performing or observing any such defaulted
covenant, condition or term, without thereby becoming liable to Trustor or any
Person in possession holding under Trustor. 
No exercise of any rights under this Section 1.11 by Beneficiary shall
cure or waive any Event of Default or notice of default hereunder or invalidate
any act done pursuant hereto or to any such notice, but shall be cumulative of
all other rights and remedies.


 


1.12         Use of Land. 
Trustor covenants that the Trust Estate shall be used and operated in a
manner reasonably consistent with the description of the Project in the
Cooperation Agreement.


 


1.13         Affiliates and Restricted Subsidiaries.


 


(a)           Subject
to Trust Deed.  Subject to compliance
with requirements of applicable Nevada Gaming Laws, Trustor shall cause all of
its Affiliates and Subsidiaries in any way involved with the operation of all
or a portion of the Trust Estate to observe the covenants and conditions of
this Deed of Trust to the extent necessary to give the full intended effect to
such covenants and conditions and to protect and preserve the security of
Beneficiary hereunder.  Trustor shall, at
Beneficiary’s request, cause any such Affiliate or Restricted Subsidiary to
execute and deliver to Beneficiary or Trustee such further instruments or
documents as Beneficiary may reasonably deem necessary to effectuate the terms
of this Section 1.13(a).


 


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


 


ARTICLE TWO



CORPORATE LOAN PROVISIONS


 


2.1           Interaction with Indenture and
Subsidiary Guaranty.


 





















 


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


 


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


 


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


 


2.3           Subordination to Bank Fee Deed of Trust.  Notwithstanding any other provision hereof,
this Deed of Trust, including, without limitation, the security interest
granted herein, the rights, powers and remedies of Trustee and Beneficiary and
the obligations of Trustor set forth herein, shall, to the extent provided in
the Intercreditor Agreement, be subject and subordinate to the Bank Deed of
Trust.


 


ARTICLE THREE



DEFAULTS


 


3.1           Event of Default.  The term “Event of Default,” wherever
used in this Deed of Trust, shall mean any one or more of the events of default
listed in Section 6.01 of the Mortgage Notes Indenture and it shall be an Event
of Default under this Deed of Trust if Trustor or any other “borrower” (as
defined in NRS 106.310) who may send a notice pursuant to NRS 106.380(1) with
respect to this Deed of Trust (i) delivers, sends or otherwise gives to
Beneficiary (A) any notice of an election to terminate the operation of this
Deed of Trust as security for any indebtedness secured by this instrument,
including, without limitation, any obligation to repay any “future advance” (as
defined in NRS 106.320) or “principal” (as defined in NRS 106.345), or (B) any
other notice pursuant to NRS 106.380(1); (ii) records a statement pursuant to
NRS 1206.380(3); or (iii) causes this Deed of Trust, any indebtedness secured
by this instrument or Beneficiary to be subject to NRS 106.380(2), 106.380(3),
or 106.400.


 





















 


ARTICLE FOUR



REMEDIES


 


4.1           Acceleration of Maturity.  If an Event of Default occurs, Beneficiary
may (except that such acceleration shall be automatic if the Event of Default
is caused by reason of an Event of Default under Section 6.01(i) or (j) of the
Mortgage Notes Indenture) declare the Notes and all Obligations or sums secured
hereby, to be due and payable immediately, and upon such declaration such
principal and interest and other sums shall immediately become due and payable
without demand, presentment, notice or other requirements of any kind (all of
which Trustor waives) notwithstanding anything in this Deed of Trust or any
Mortgage Notes Indenture Security Document or applicable law to the contrary.


 


4.2           Protective Advances.  If LVSI, Venetian or Trustor fails to make
any payment or perform any other obligation under the Notes or any other
Financing Agreement, then without thereby limiting Beneficiary’s other rights
or remedies, waiving or releasing any of Trustor’s obligations, or imposing any
obligation on Beneficiary, Beneficiary may either advance any amount owing or
perform any or all actions that Beneficiary considers necessary or appropriate
to cure such default.  All such advances
shall constitute “Protective Advances.” 
No sums advanced or performance rendered by Beneficiary shall cure, or
be deemed a waiver of any Event of Default.


 


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


 


4.4           Beneficiary’s Power of Enforcement.


 


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


 


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


 





















 


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


 


(c)           After
deducting all costs, fees and expenses of Trustee and of this Deed of Trust,
including, without limitation, costs of evidence of title and reasonable
attorneys’ fees of Trustee or Beneficiary in connection with a sale, Trustee
shall apply the proceeds of such sale to payment of all sums expended under the
terms hereof not then repaid, with accrued interest at the rate applicable to
overdue principal set forth in Section 4.01 of the Mortgage Notes Indenture to
the payment of all other sums then secured hereby and the remainder, if any, to
the Person or Persons legally entitled thereto as provided in NRS 40.462.


 


(d)           Subject
to compliance with applicable Nevada Gaming Laws, if any Event of Default
occurs, Beneficiary may, either with or without entry or taking possession of
the Trust Estate, and without regard to whether or not the Obligations and
other sums secured hereby shall be due and without prejudice to the right of
Beneficiary thereafter to bring an action or proceeding to foreclose or any
other action for any default existing at the time such earlier action was
commenced, proceed by any appropriate action or proceeding:  (1) to enforce payment of the Obligations, to
the extent permitted by law, or the performance of any term hereof or any other
right; (2) to foreclose this Deed of Trust in any manner provided by law for
the foreclosure of mortgages or deeds of trust on real property and to sell, as
an entirety or in separate lots or parcels, the Trust Estate or any portion
thereof pursuant to applicable Legal Requirements or under the judgment or
decree of a court or courts of competent jurisdiction, and Beneficiary shall be
entitled to recover in any such proceeding all costs and expenses incident
thereto, including reasonable attorneys’ fees in such amount as shall be
awarded by the court; (3) to exercise any or all of the rights and remedies
available to it under the Mortgage Notes Indenture and the other Mortgage Notes
Indenture Security Documents; and (4) to pursue any other remedy available to
it.  Beneficiary shall take action either
by such proceedings or by the exercise of its powers with respect to entry or
taking possession, or both, as Beneficiary may determine.


 


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


 





















 


encumbered hereby, as permitted by the UCC, is a commercially reasonable
disposition of such property.


 


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


 


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


 


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


 


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


 


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


 


(ii)           insure or keep the
Trust Estate insured;


 


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


 


(iv)          enter into agreements
with others to exercise the powers herein granted Beneficiary or Trustee, all
as Beneficiary or Trustee from time to time may determine; and, subject to the
absolute assignment of the Rents and Leases to Beneficiary, Beneficiary or
Trustee may collect and receive all the Rents, including those


 





















 


past due as well as those accruing thereafter; and shall apply the
monies so received by Beneficiary or Trustee in such priority as Beneficiary
may determine to (1) the payment of interest and principal due and payable on
the Notes, (2) the deposits for Impositions and insurance premiums due, (3) the
cost of insurance, Impositions and other proper charges upon the Trust Estate
or any part thereof; (4) the compensation, expenses and disbursements of the
agents, attorneys and other representatives of Beneficiary or Trustee; and (5) any
other charges or costs required to be paid by Trustor under the terms hereof;
and


 


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


 


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


 


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


 


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


 


4.8           Waiver of Appraisement, Valuation,
Stay, Extension and Redemption Laws. 
Trustor agrees to the full extent permitted by Legal Requirements that
if an Event of Default occurs, neither Trustor nor anyone claiming through or
under


 





















 


it shall or will set up, claim or seek to take advantage of any
appraisement, valuation, stay, extension or redemption laws now or hereafter in
force, in order to prevent or hinder the enforcement or foreclosure of this
Deed of Trust or the absolute sale of the Trust Estate or any portion thereof
or the final and absolute putting into possession thereof, immediately after
such sale, of the purchasers thereof, and Trustor for itself and all who may at
any time claim through or under it, hereby waives, to the full extent that it
may lawfully so do, the benefit of all such Legal Requirements, and any and all
right to have the assets comprising the Trust Estate marshalled upon any
foreclosure of the Lien hereof and agrees that Trustee or any court having
jurisdiction to foreclose such Lien may sell the Trust Estate in part or as an
entirety.


 


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


 


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


 





















 


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


 


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


 


(a)           In
case of a foreclosure sale of all or any part of the Trust Estate and of the
application of the proceeds of sale to the payment of the sums secured hereby,
Beneficiary shall be entitled to enforce payment from Trustor of any additional
amounts then remaining due and unpaid with respect to the Obligations and to
recover judgment against Trustor for any portion thereof remaining unpaid, with
interest at the interest rate applicable to overdue principal as set forth in
Section 4.01 of the Mortgage Notes Indenture.


 


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


 


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


 


4.14         No Waiver of One Default to Affect
Another.  No waiver of any Event of
Default hereunder shall extend to or affect any subsequent or any other Event
of Default then existing, or impair any rights, powers or remedies consequent
thereon.  If Beneficiary or, to the
extent applicable under the Mortgage Notes Indenture, the holders of the
portion of the principal amount of the then outstanding Notes required to
approve such action thereunder:  (a)
grants forbearance or an extension of time for the payment of any sums secured
hereby; (b) takes other or additional security for the payment thereof; (c)
waives or does not exercise any right granted in the Notes, the Mortgage Notes
Indenture, this Deed of Trust or any other Mortgage Notes Indenture Security
Document;


 





















 


(d) releases any part of the Trust Estate from the Lien or security
interest of this Deed of Trust or any other instrument securing the
Obligations; (e) consents to the filing of any map, plat or replat of the Site
(to the extent such consent is required); (f) consents to the granting of any
easement on the Site, the Project or the Improvements (to the extent such
consent is required); or (g) makes or consents to any agreement changing the
terms of this Deed of Trust, the Subsidiary Guaranty or any other Loan Document
for the benefit of Beneficiary subordinating the Lien or any charge hereof, no
such act or omission shall release, discharge, modify, change or affect the
original liability of Trustor under the Notes, this Deed of Trust or any other
Mortgage Notes Indenture Security Document or otherwise, or any subsequent
purchaser of the Trust Estate or any part thereof or any maker, co signer,
surety or guarantor.  No such act or
omission shall preclude Beneficiary from exercising any right, power or
privilege herein granted or intended to be granted in case of any Event of
Default then existing or of any subsequent Event of Default, nor, except as
otherwise expressly provided in an instrument or instruments executed by
Beneficiary, shall the Lien or security interest of this Deed of Trust be
altered thereby, except to the extent expressly provided in any releases, maps,
easements or subordinations described in clause (d), (e), (f)
or (g) above of this Section 4.14.  In the event of the sale or transfer by
operation of law or otherwise of all or any part of the Trust Estate,
Beneficiary, without notice to any Person is hereby authorized and empowered to
deal with any such vendee or transferee with reference to the Trust Estate or
the Obligations secured hereby, or with reference to any of the terms or
conditions hereof, as fully and to the same extent as it might deal with the
original parties hereto and without in any way releasing or discharging any of
the liabilities or undertakings hereunder, or waiving its right to declare such
sale or transfer an Event of Default as provided herein.  Notwithstanding anything to the contrary
contained in this Deed of Trust or any other Mortgage Notes Indenture Security
Document, (i) in the case of any non-monetary Event of Default, Beneficiary may
continue to accept payments due hereunder without thereby waiving the existence
of such or any other Event of Default and (ii) in the case of any monetary
Event of Default, Beneficiary may accept partial payments of any sums due
hereunder without thereby waiving the existence of such Event of Default if the
partial payment is not sufficient to completely cure such Event of Default.


 


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


 


4.16         Remedies Cumulative.  No right, power or remedy, including without
limitation remedies with respect to any security for the Obligations, conferred
upon or reserved to Beneficiary by this Deed of Trust or any other Mortgage
Notes Indenture Security Document is exclusive of any other right, power or
remedy, but each


 





















 


and every such right, power and remedy shall be cumulative and
concurrent and shall be in addition to any other right, power and remedy given
hereunder or under any other Mortgage Notes Indenture Security Document, now or
hereafter existing at law, in equity or by statute, and Beneficiary shall be
entitled to resort to such rights, powers, remedies or security as Beneficiary
shall in its sole and absolute discretion deem advisable.


 


4.17         Interest After Event of Default.  If an Event of Default shall have occurred
and is continuing, all outstanding and unpaid Obligations under the Notes and
this Deed of Trust shall, at Beneficiary’s option, bear interest at the rate
applicable to overdue principal set forth in Section 4.01 of the Mortgage Notes
Indenture until such Event of Default has been cured.  Trustor’s obligation to pay such interest
shall be secured by this Deed of Trust and the other Mortgage Notes Indenture
Security Documents.


 


4.18         Foreclosure; Expenses of Litigation.  If Trustee forecloses, reasonable attorneys’
fees for services in the supervision of said foreclosure proceeding shall be
allowed to the Trustee and Beneficiary as part of the foreclosure costs.  In the event of foreclosure of the Lien
hereof, there shall be allowed and included as additional Obligations all
reasonable expenditures and expenses which may be paid or incurred by or on
behalf of Beneficiary for attorneys’ fees, appraiser’s fees, outlays for
documentary and expert evidence, stenographers’ charges, publication costs, and
costs (which may be estimated as to items to be expended after foreclosure sale
or entry of the decree) of procuring all such abstracts of title, title
searches and examinations, title insurance policies and guarantees, and similar
data and assurances with respect to title as Beneficiary may deem reasonably
advisable either to prosecute such suit or to evidence to a bidder at any sale
which may be had pursuant to such decree the true condition of the title to or
the value of the Trust Estate or any portion thereof.  All expenditures and expenses of the nature
in this Section 4.18 mentioned, and such expenses and fees as may be
incurred in the protection of the Trust Estate and the maintenance of the Lien
and security interest of this Deed of Trust, including the fees of any attorney
employed by Beneficiary in any litigation or proceeding affecting this Deed of
Trust or any other Mortgage Notes Indenture Security Document, the Trust Estate
or any portion thereof, including, without limitation, civil, probate,
appellate and bankruptcy proceedings, or in preparation for the commencement or
defense of any proceeding or threatened suit or proceeding, shall be
immediately due and payable by Trustor, with interest thereon at the rate
applicable to overdue principal set forth in Section 4.01 of the Mortgage Notes
Indenture, and shall be secured by this Deed of Trust and the other Mortgage
Notes Indenture Security Documents. 
Trustee waives its right to any statutory fee in connection with any
judicial or nonjudicial foreclosure of the Lien hereof and agrees to accept a
reasonable fee for such services.


 


4.19         Deficiency Judgments.  If after foreclosure of this Deed of Trust or
Trustee’s sale hereunder, there shall remain any deficiency with respect to any
Obligations, and Beneficiary shall institute any proceedings to recover such
deficiency or deficiencies, all such amounts shall continue to bear interest at
the rate applicable to overdue principal set forth in Section 4.01 of the
Mortgage Notes Indenture.  Trustor


 





















 


waives any defense to Beneficiary’s recovery against Trustor of any
deficiency after any foreclosure sale of the Trust Estate.  Trustor expressly waives any defense or
benefits that may be derived from any statute granting Trustor any defense to
any such recovery by Beneficiary.  In
addition, Beneficiary and Trustee shall be entitled to recovery of all of their
reasonable costs and expenditures (including without limitation any court
imposed costs) in connection with such proceedings, including their reasonable
attorneys’ fees, appraisal fees and the other costs, fees and expenditures
referred to in Section 4.18 above. 
This provision shall survive any foreclosure or sale of the Trust
Estate, any portion thereof and/or the extinguishment of the Lien hereof.


 


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


 


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


 


ARTICLE FIVE



RIGHTS AND RESPONSIBILITIES OF TRUSTEE;

OTHER PROVISIONS RELATING TO TRUSTEE


 


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


 


5.1           Exercise of Remedies by Trustee.  To the extent that this Deed of Trust or
applicable law, including all applicable Nevada Gaming Laws, authorizes or
empowers, or does not require approval for, Beneficiary to exercise any
remedies set forth in Article 4 hereof or otherwise, or perform any acts
in connection therewith, Trustee (but not to the exclusion of Beneficiary
unless so required under the law of the State) shall have the power to exercise
any or all such remedies, and to perform any acts provided for in this Deed of
Trust in connection therewith, all for the benefit of Beneficiary and on
Beneficiary’s behalf in accordance with applicable law of the State.  In connection therewith, Trustee:  (a) shall not exercise, or waive the exercise
of, any


 





















 


Beneficiary’s remedies (other than any rights of Trustee to any
indemnity or reimbursement), except at Beneficiary’s request, and (b) shall
exercise, or waive the exercise of, any or all of Beneficiary’s remedies at
Beneficiary’s request, and in accordance with Beneficiary’s directions as to
the manner of such exercise or waiver. 
Trustee may, however, decline to follow Beneficiary’s request or
direction if Trustee shall be advised by counsel that the action or proceeding,
or manner thereof, so directed may not lawfully be taken or waived.


 


5.2           Rights and Privileges of Trustee.  To the extent that this Deed of Trust
requires Trustor to indemnify Beneficiary or reimburse Beneficiary for any
expenditures Beneficiary may incur, Trustee shall be entitled to the same
indemnity and the same rights to reimbursement of expenses as Beneficiary,
subject to such limitations and conditions as would apply in the case of
Beneficiary.  To the extent that this
Deed of Trust negates or limits Beneficiary’s liability as to any matter, Trustee
shall be entitled to the same negation or limitation of liability.  To the extent that Trustor, pursuant to this
Deed of Trust, appoints Beneficiary as Trustor’s attorney in fact for any
purpose, Beneficiary or (when so instructed by Beneficiary) Trustee shall be
entitled to act on Trustor’s behalf without joinder or confirmation by the
other.


 


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


 


5.4           Authority of Beneficiary.  If Beneficiary is a banking corporation,
state banking corporation or a national banking association and the instrument
of appointment of any successor or replacement Trustee is executed on Beneficiary’s
behalf by an officer of such corporation, state banking corporation or national
banking association, then such appointment shall be conclusively presumed to be
executed with


 





















 


authority and shall be valid and sufficient without proof of any action
by the board of directors or any superior officer of Beneficiary.


 


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


 


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


 


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


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


(e)           Release.  Upon satisfaction of the conditions for
reconveyance contained in Section 6.10 hereof, Beneficiary shall request
that Trustee release this Deed of Trust and Trustee shall release this Deed of
Trust and reconvey to the Trust Estate in accordance with Section 6.10
hereof, provided, however, that Trustor shall pay all costs of
recordation, if any, and all of Trustee’s and Beneficiary’s costs and expenses
in connection with such release, including, but not limited to, reasonable
attorneys’ fees.


 


ARTICLE SIX



MISCELLANEOUS PROVISIONS


 


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


 


6.2           Addresses for Notices, Etc.  Any notice, report, demand or other instrument
authorized or required to be given or furnished under this Deed of Trust to
Trustor or Beneficiary shall be deemed given or furnished (i) when addressed to
the party intended to receive the same, at the address of such party set forth
below, and delivered by hand at such address or (ii) three (3) days after the
same is deposited in the United States


 





















 


mail as first class certified mail, return receipt requested, postage
paid, whether or not the same is actually received by such party:


 


	
  Beneficiary:

  	
  U.S. Bank National Association

  
	
   

  	
  180 East 5th Street

  
	
   

  	
  St. Paul, Minnesota 55101

  
	
   

  	
  Attn.: 
  Corporate Trust Department

  
	
   

  	
   

  
	
  Trustor:

  	
  Lido Casino Resort, LLC

  
	
   

  	
  3355 Las Vegas Boulevard South

  
	
   

  	
  Las Vegas, Nevada 89109

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
  Telefax: (702) 414-4421

  
	
   

  	
   

  
	
  With a copy to:

  	
  Paul, Weiss, Rifkind, Wharton & Garrison LLP

  
	
   

  	
  1285 Avenue of the Americas

  
	
   

  	
  New York, New York 10019-6064

  
	
   

  	
  Attention: Harris B. Freidus, Esq.

  
	
   

  	
   

  
	
  Trustee:

  	
  First American Title Insurance Company

  
	
   

  	
  180 Cassia Way, Suite 502

  
	
   

  	
  Henderson, Nevada 89104

  



 


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


 


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


 


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


 


6.6           Changes and Priority Over Intervening
Liens.  Neither this Deed of Trust
nor any term hereof may be changed, waived, discharged or terminated orally, or
by any action or inaction, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination
is sought.  Any


 





















 


agreement hereafter made by Trustor and Beneficiary relating to this
Deed of Trust shall be superior to the rights of the holder of any intervening
Lien or encumbrance.


 


6.7           Estoppel Certificates.  Within ten (10) Business Days after
Beneficiary’s written request, Trustor shall from time to time execute a
certificate, in recordable form (an “Estoppel Certificate”), stating,
except to the extent it would be inaccurate to so state:  (a) the current amount of the Obligations
secured hereunder and all elements thereof, including principal, interest, and
all other elements; (b) that Trustor has no defense, offset, claim, counterclaim,
right of recoupment, deduction, or reduction against any of the Obligations
secured hereunder; (c) that none of the Mortgage Notes Indenture Security
Documents have been amended, whether orally or in writing; (d) that Trustor has
no claims against Beneficiary of any kind; (e) that any power of attorney
granted to Beneficiary is in full force and effect; and (f) such other matters
relating to this Deed of Trust, any other Mortgage Notes Indenture Security
Documents and the relationship of Trustor and Beneficiary as Beneficiary shall
request.  In addition, the Estoppel
Certificate shall set forth the reasons why it would be inaccurate to make any
of the foregoing assurances (“a” through “f”).


 


6.8           Waiver of Setoff and Counterclaim.  All amounts due under this Deed of Trust, the
Notes, or any other Mortgage Notes Indenture Security Document shall be payable
without setoff, counterclaim or any deduction whatsoever.  Trustor hereby waives the right to assert a counterclaim
(other than a compulsory counterclaim) in any action or proceeding brought
against it by Beneficiary and/or any Mortgage Notes Holder(s) under the
Mortgage Notes Indenture, or arising out of or in any way connected with this
Deed of Trust or the other Mortgage Notes Indenture Security Documents or the
Obligations.


 


6.9           Governing Law.  The Mortgage Notes Indenture and the Notes
provide that they are governed by, and construed and enforced in accordance
with, the laws of the State of New York. 
This Deed of Trust shall also be construed under and governed by the
laws of the State of New York without giving effect to the conflicts of law
rules and principles of the State of New York; provided, however, that (i) the
terms and provisions of this Deed of Trust pertaining to the priority, perfection,
enforcement or realization by Beneficiary of its respective rights and remedies
under this Deed of Trust with respect to the Trust Estate shall be governed and
construed and enforced in accordance with the internal laws of the State
without giving effect to the conflicts of law rules and principles of the
State; (ii) Trustor agrees that to the extent deficiency judgments are
available under the laws of the State after a foreclosure (judicial or
nonjudicial) of the Trust Estate, or any portion thereof, or any other
realization thereon by Beneficiary or any Mortgage Notes Holder(s) under the
Mortgage Notes Indenture, Beneficiary or such Mortgage Notes Holder(s), as the
case may be, shall have the right to seek such a deficiency judgment against
Trustor in the State; and (iii) Trustor agrees that if Beneficiary or any
Mortgage Notes Holder(s) under the Mortgage Notes Indenture obtains a
deficiency judgment in another state against Trustor, then Beneficiary or such
Mortgage Notes Holder(s), as the case may be, shall have the right to enforce
such judgment in the State to the extent permitted under the laws of the State,
as well as in


 





















 


other states.  Nothing contained
in this Section 6.9 shall be deemed to expand the limitations set forth
in Section 13.08 of the Mortgage Notes Indenture.


 


6.10         Reconveyance. 
In the event that (i) the Obligations are indefeasibly repaid in full,
(ii) any part of the Trust Estate is sold, transferred or otherwise disposed of
by Trustor in accordance with the Mortgage Notes Indenture or (iii) any part of
the Trust Estate is otherwise released in accordance with the Mortgage Notes
Indenture or with the consent of the Mortgage Notes Indenture Trustee, the
Trust Estate (in the case of clause (i) of this Section 6.10) or portion
thereof (in the case of clauses (ii) or (iii) of this Section 6.10) will
be sold, transferred or otherwise disposed of, and released free and clear of
the Liens created by this Deed of Trust and the Beneficiary, at the request and
expense of the Trustor, will duly and promptly assign, transfer, deliver and
release to the Trustor or its designee (without recourse and without any
representation or warranty) such of the Trust Estate as is then being (or has
been) so sold, transferred or otherwise disposed of or released.  In connection with any disposition or release
pursuant to this Section 6.10, Beneficiary shall, at Trustor’s expense,
cause Trustee to reconvey, without warranty the Trust Estate or portion thereof
being disposed or released, as the case may be, and to execute and deliver to
Trustor such documents (including UCC-3 termination statements) as Trustor may
reasonably request.  The recitals in such
reconveyance of any matters or facts shall be conclusive proof of the
truthfulness thereof.  The grantee in
such reconveyance may be described as “the person or persons legally entitled
thereto.”


 


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


 


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


 


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


 


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


 





















 


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


 


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


 


6.17         Subrogation. 
Should the proceeds of any loan or advance made by Beneficiary or any
Mortgage Note Holder(s) under the Mortgage Notes Indenture to Trustor,
repayment of which is hereby secured, or any part thereof, or any amount paid
out or advanced by Beneficiary or any Mortgage Note Holder(s) under the
Mortgage Notes Indenture, be used directly or indirectly to pay off, discharge,
or satisfy, in whole or in part, any prior or superior Lien or encumbrance upon
the Trust Estate, or any part thereof, then, as additional security hereunder,
Trustee, on behalf of Beneficiary, shall be subrogated to any and all rights,
superior titles, Liens, and equities owned or claimed by any owner or holder of
said outstanding Liens, charges, and indebtedness, however remote, regardless
of whether said Liens, charges, and indebtedness are acquired by assignment or
have been released of record by the holder thereof upon payment.


 


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


 


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


 


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


 


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


 





















 


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


 


6.23         Effect of NRS § 107.030.  To the extent not inconsistent with the other
provisions of this Deed of Trust, the following covenants are hereby adopted and
made a part of this Deed of Trust:  Nos.
1; 2 (pursuant to Section 1.5 above); 3; 4 (at the Default Rate); 5; 6; 7 (in a
reasonable percentage); 8 and 9 of NRS 107.030.


 


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


 


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


 


ARTICLE SEVEN


 


POWER
OF ATTORNEY


 


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


 


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


 


7.1.2        Plans.  To make such additions, changes and
corrections in the current Plans and Specifications as may be necessary or
desirable, in Beneficiary’s reasonable discretion, or as it deems proper to
complete the Project.


 


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


 


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


 





















 


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


 


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


 


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


 


[THE REMAINDER OF
THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]


 





















 


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


 


	
   

  	
  LIDO CASINO
  RESORT, LLC,

  
	
   

  	
  a Nevada limited
  liability company, as 

  Trustor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Las Vegas Sands, Inc., its managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harry Miltenberger

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harry Miltenberger

  
	
   

  	
   

  	
  Title:

  	
  VP Finance, Secretary & 

  Chief Accounting Officer

  
					



 


 


 


(Signature Page)


 


[Deed of Trust,
Assignment of Rents and Leases, Security Agreement and Fixture Filing]


 





















 


	
  State of Nevada

  	
  )

  
	
   

  	
  )    ss.:

  
	
  Clark County

  	
  )

  
	
   

  	
   

  
	
  This instrument was
  acknowledged before me on September 29, 2004 

                                                 
  by Harry  Miltenberger

                                               .

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bonnie Bruce

  
	
   

  	
   

  	
  (Signature and
  office of individual

  
	
   

  	
   

  	
  taking
  acknowledgment)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notarial Seal

  	
   

  	
   

  



 


 


 


(Notary Acknowledgment)


 


[Deed of Trust, Assignment of Rents and Leases, Security Agreement and
Fixture Filing]