Exhibit 10.57


 


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 89109-2617




Recording at the request of

and when recorded mail to:




Sony Ben-Moshe, Esq.

Latham & Watkins LLP

600 West Broadway, Suite 1800

San Diego, California  92101-3375


 


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



THE BANK OF NOVA SCOTIA, in its capacity

as Administrative Agent, 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 THE BANK OF NOVA SCOTIA, AS ADMINISTRATIVE
AGENT, AS SECURED PARTY.


 


THIS INSTRUMENT IS A
“CONSTRUCTION MORTGAGE” AS THAT TERM IS DEFINED IN SECTION 104.9334(8) OF THE
NEVADA REVISED STATUTES AND SECURES AN OBLIGATION INCURRED FOR THE CONSTRUCTION
OF AN IMPROVEMENT UPON LAND.  THIS
INSTRUMENT IS TO BE GOVERNED BY NRS 106.300 TO 106.400, INCLUSIVE, AND THE
MAXIMUM AMOUNT OF PRINCIPAL (AS DEFINED IN NRS 106.345), INCLUDING  FUTURE ADVANCES, SECURED BY THIS DEED OF
TRUST IS $1,010,000,000 WHICH MAY INCREASE OR DECREASE FROM TIME TO TIME BY
AMENDMENT OF THIS INSTRUMENT.


 





















 


TABLE OF CONTENTS


 


 


	
  ARTICLE ONE COVENANTS OF TRUSTOR

  	
   

  
	
   

  	
   

  
	
  1.1

  	
  Performance of Deed of Trust

  	
   

  
	
  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

  	
   

  
	
   

  	
   

  
	
  2.1

  	
  Interaction with Credit
  Agreement and Subsidiary Guaranty

  	
   

  
	
  2.2

  	
  Other Collateral

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE DEFAULTS

  	
   

  
	
   

  	
   

  
	
  3.1

  	
  Event of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR REMEDIES

  	
   

  
	
   

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT GUARANTOR PROVISIONS

  	
   

  
	
   

  	
   

  
	
  8.1

  	
  Absolute and Unconditional Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

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

  	
   

  
				



 





















 


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 THE BANK OF NOVA SCOTIA, a Canadian chartered
bank (“Beneficiary”), whose address is: 
580 California Street, 21st Floor, San Francisco, California 94104,
Attention:  Mr. Alan Pendergast, in its
capacity as Administrative Agent under that certain Credit Agreement, dated as
of August 20, 2004, among Las Vegas Sands, Inc. (“LVSI”), Venetian Casino
Resort, LLC (“Venetian”), Beneficiary, Goldman Sachs Credit Partners L.P., as
syndication agent, sole lead arranger and sole bookrunner and the lenders (the
“Lenders”) from time to time parties thereto (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).  Trustor is a wholly-owned indirect subsidiary
of LVSI and Venetian, and Trustor has guaranteed the obligations of LVSI and
Venetian under the Credit Agreement pursuant to that certain Subsidiary
Guaranty, dated as of August 20, 2004 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Subsidiary
Guaranty”), and the lien created hereby secures, among other things, Trustor’s
obligations thereunder.


 


THE OBLIGATIONS SECURED HEREBY INCLUDE REVOLVING
CREDIT OBLIGATIONS WHICH PERMIT BORROWING, REPAYMENT AND REBORROWING.  INTEREST ON OBLIGATIONS SECURED HEREBY
ACCRUES AT A RATE WHICH MAY FLUCTUATE FROM TIME TO TIME.


 


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.


 


“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).


 


“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.


 


“Default Rate”
means the interest rate that shall be due upon an Event of Default pursuant to
Section 2.2E of the Credit Agreement.


 


“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.


 


2





















 


“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, 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.


 


“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 


 


3





















 


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


 


4





















 


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.


 


“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.


 


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


 


“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.


 


“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


 


5





















 


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 Credit Agreement and the Subsidiary Guaranty, 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.


 


6





















 


“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 Credit
Agreement:


 


Affiliate

Asset Sale

Bankruptcy Code 

Business Day

Closing Date

Collateral

Collateral Documents

Cooperation Agreement

FF&E Facility

Gaming License

Governmental Instrumentality 

Legal Requirements

Lenders

Lien 

Loan Documents 

Net Loss Proceeds

Nevada Gaming Authorities

Nevada Gaming Laws

Notes

Obligations

Operative Documents

Permitted Liens

Person 

Plans and Specifications


Requisite
Lenders

Restricted Subsidiary

Resort Complex

Resort Complex Operative Document

Specified FF&E

Subsidiary

Subsidiary Guarantor


 


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 Credit Agreement.


 


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 portion of the
Obligations evidenced by the Notes in the


 


7





















 


principal amount of ONE BILLION TEN MILLION AND 00/100
DOLLARS or so much thereof as may be advanced from time to time; (2) the
performance of the Obligations and each covenant and agreement of Trustor and
the Restricted Subsidiaries contained in the Credit Agreement, the Subsidiary
Guaranty, this Deed of Trust or the other Loan 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 Lenders 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 interest rate provided in the Credit
Agreement, 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 or Lenders 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 LENDERS  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 Credit Agreement) to apply the same to the extent
constituting Net Loss Proceeds toward the payment of the Obligations and other
sums secured hereby,


 


8





















 


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 Credit Agreement; 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
Collateral;


 


(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
hereinbelow 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, (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 Required Lenders rescind and annul an
acceleration of the Loans in accordance with the provisions of the last paragraph
of Section 8 of the Credit Agreement, 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


 


9





















 


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 Credit Agreement or the
Subsidiary Guaranty, 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
Loan 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, 


 


10





















 


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 Loan 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 Nevada
Gaming Laws and other 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 1.13 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 (ii), (xxi),
(xxiii)(b), (xxiv), (xxv) and (xxviii) of the definition of Permitted Liens
contained in the Credit Agreement.


 


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


 


11





















 


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


 


The Beneficiary and
Lenders have been induced to enter into the Credit Agreement, the Subsidiary
Guaranty and the other Loan Documents and to make the Loans to Venetian and
LVSI on the basis of the following material covenants, all agreed to by
Trustor:


 


1.1           Performance of Deed of Trust.  Trustor shall perform, observe and comply and
shall cause each other Subsidiary Guarantor to perform, observe and comply with
each and every provision hereof and of the other Loan Documents and shall
promptly pay, when payment shall become due, the principal 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 Credit Agreement, the Subsidiary Guaranty
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


 


12





















 


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 6.3 of the Credit
Agreement, (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)  Hazard 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 6.4 of the Credit
Agreement, if applicable, and Section 2.19 of the Subsidiary Guaranty, 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 Credit
Agreement, if applicable, and Section 2.19 of the Subsidiary Guaranty, 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 Credit Agreement,
if applicable, or otherwise in accordance with Articles X and XI of the
Cooperation Agreement.  All Net


 


13





















 


Loss Proceeds shall be applied by Trustor in
accordance with Section 2.4B(iii)(b) of the Credit Agreement.


 


(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 Credit Agreement, the Subsidiary
Guaranty, 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 6.4(C) of the
Credit Agreement.  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;


 


14





















 


(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 7.1 of the Credit Agreement which permit the
granting of certain security interests in Specified FF&E to the providers
of Indebtedness which may be incurred under said Section), 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


 


15





















 


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 lessors 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


 


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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 accordance
with the Credit Agreement and/or the Subsidiary Guaranty, as applicable.


 


(f)  Removal of Collateral.  Except as permitted in the Credit Agreement
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


 


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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, 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
Default Rate 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 (i) used and
operated in a manner reasonably consistent with the description of the Project
in the Cooperation Agreement and (ii) the last sentence of Section 6.4 of the
Credit 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 Credit Agreement or the Loan Documents,
Trustor shall not use any Affiliate or Subsidiary in the


 


18





















 


operation of the Trust Estate,
the Project or the Easements if such use would in any way impair the security
for the Notes, the Credit Agreement or the Subsidiary Guaranty or cause a
breach of any covenant of this Deed of Trust, the Credit Agreement, the
Subsidiary Guaranty or any other Loan Documents.


 


ARTICLE TWO




CORPORATE
LOAN PROVISIONS


 


2.1           Interaction with Credit Agreement and
Subsidiary Guaranty.


 


(a)  Incorporation by Reference.  All terms, covenants, conditions, provisions
and requirements of the Credit Agreement and the Subsidiary Guaranty 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 Credit Agreement
or the Subsidiary Guaranty, the provisions of the Credit Agreement or the
Subsidiary Guaranty, as applicable, shall govern.


 


2.2           Other Collateral.  This Deed of Trust is one of a number of
Collateral Documents to secure the Obligations delivered by or on behalf of
Trustor and other Persons pursuant to the Credit Agreement, the Subsidiary
Guaranty and the other Loan Documents and securing the Obligations secured
hereunder.  All potential junior Lien
claimants are placed on notice that, under any of the Loan Documents and any
other documents granting a security interest to the Beneficiary 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.


 


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 the Credit Agreement or the Subsidiary Guaranty (in each case, whether any
such event shall be voluntary or involuntary or come about or be effected by
operation of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body) 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


 


19





















 


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 LVSI’s, Venetian’s or Trustor’s Bankruptcy, in accordance with
Sections 8.6 and 8.7 of the Credit Agreement and the provisions of the
other Loan Documents) 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
Loan 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, the Subsidiary
Guaranty, the other Operative Documents or the Resort Complex Operative
Documents, 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 this Deed of Trust or the Loan Documents, 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


 


20





















 


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 Default Rate 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 Credit Agreement, the Subsidiary
Guaranty and the other Loan 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.


 


21





















 


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,
personalty 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 


 


22





















 


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 Credit
Agreement, the Subsidiary Guaranty 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


 


23





















 


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 Credit Agreement, the Subsidiary Guaranty 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 of the
Obligations, 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.


 


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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 Default Rate in accordance with Section 4.19
hereof.


 


(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 Credit Agreement or the
Subsidiary Guaranty 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 (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 Credit Agreement, the Subsidiary
Guaranty, this Deed of Trust or any other Loan 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 under the Notes, this Deed of Trust or any other Loan Document for
the benefit of Beneficiary or otherwise of Trustor, 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 


 


25





















 


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 the other Loan Documents,
(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 Loan
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 Loan
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, outstanding and unpaid Obligations under the Loan Documents shall,
at Beneficiary’s option, bear interest at the Default Rate 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 Collateral 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 if


 


26





















 


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, the Subsidiary Guaranty
or any other Loan 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 Default Rate, and shall be secured by this Deed of
Trust and the other Collateral 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 Default Rate.  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 Loan 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.


 


27





















 


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 Loan Documents to which the Beneficiary is a party or which
grants a security for the benefit of the Beneficiary.  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,


 


28





















 


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 Loan Documents to which the Beneficiary is a party or which
grants a security interest for the benefit of the Beneficiary.  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:


 


29





















 


(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 Credit Agreement and
the Subsidiary Guaranty, 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:

  	
  The Bank of
  Nova Scotia

  
	
   

  	
  580
  California Street, 21st Floor

  
	
   

  	
  San
  Francisco, California 94104

  



 


30





















 


	
   

  	
  Attention:
  Mr. Alan Pendergast

  
	
   

  	
  Telefax:
  (415) 397-0791

  
	
   

  	
   

  
	
  With a copy to:

  	
  The Bank of Nova Scotia

  
	
   

  	
  Loan Administration

  
	
   

  	
  600 Peachtree Street, N.E.

  
	
   

  	
  Atlanta, Georgia 30308

  
	
   

  	
  Attention: Robert Ivy

  
	
   

  	
  Telefax: (404) 888-8998

  
	
   

  	
   

  
	
  With a copy
  to:

  	
  Latham &
  Watkins LLP

  
	
   

  	
  600 West
  Broadway

  
	
   

  	
  San Diego,
  California 92101-3375

  
	
   

  	
  Attention:
  Sony Ben-Moshe, Esq.

  
	
   

  	
   

  
	
  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 Freidus

  
	
   

  	
  Telefax:
  (212) 492-0064

  
	
   

  	
   

  
	
  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 Credit
Agreement, the Subsidiary Guaranty or any other Loan 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 Credit Agreement, the Subsidiary Guaranty or any other Loan
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.


 


31





















 


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 Loan Documents to which the Beneficiary is a party or which grants a
security interest for the benefit of the Beneficiary 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 Loan Document to which the Beneficiary is a party or which grants a
security interest for the benefit of the Beneficiary 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, the Subsidiary Guaranty or any other Loan Document to which the
Beneficiary is a party or which grants a security interest for the benefit of
the Beneficiary 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 Lender under the
Credit Agreement, or arising out of or in any way connected with this Deed of
Trust, the Subsidiary Guaranty or the other Loan Documents, to which the
Beneficiary is a party or which grants a security interest for the benefit of
the Beneficiary or the Obligations.


 


6.9           Governing Law. 
The Credit Agreement, the Subsidiary Guaranty 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
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 Lender under the Credit Agreement or the Subsidiary
Guaranty, Beneficiary or such Lender, 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 Lender under the Credit
Agreement obtains a deficiency judgment in another state against Trustor, then
Beneficiary or such Lender, as the case may be, shall have the right to enforce
such judgment in


 


32





















 


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 10.16 of
the Credit Agreement.


 


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 Credit Agreement and the Subsidiary Guaranty
or (ii) any part of the Trust Estate is otherwise released in accordance with
the Credit Agreement and the Subsidiary Guaranty or with the consent of the
Requisite Lenders, 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


 


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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 to
Trustor, repayment of which is hereby secured, or any part thereof, or any
amount paid out or advanced by Beneficiary, 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 Credit Agreement and the Subsidiary
Guaranty.


 


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.


 


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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.


 


ARTICLE EIGHT




GUARANTOR PROVISIONS


 


8.1           Absolute and Unconditional Obligations.  Trustor expressly acknowledges that Trustor
will benefit as a result of the Loans, that Trustor has received and will
receive good and valuable consideration from the Lenders as a result of the
Loans to Venetian and LVSI, and that the Lenders would not make the Loans but
for, and in reliance upon, this Deed of Trust. 
Trustor


 


35





















 


hereby reaffirms the waivers of the guarantors under Section 2.5 and
any other applicable provision of the Subsidiary Guaranty and such waivers are
hereby incorporated herein by this reference mutatis mutandis and shall be
deemed to be made by Trustor as if such waivers had been expressly set forth
herein.


 


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36





















 


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:

  	
  Lido Intermediate Holding Company, LLC, its managing member

  
	
   

  	
   

  	
  By:

  	
  Venetian Casino Resort, LLC, its sole

  member

  
	
   

  	
   

  	
   

  	
  By:

  	
  Las Vegas Sands, Inc., its managing

  member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Harry Miltenberger

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Harry Miltenberger

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  VP Finance, Secretary

  Chief Accounting Officer

  
								



 


 


(Signatures continue on following pages)


 


 


[Signature Page to LCR Deed of Trust]


 





















 


	
  State of Nevada

  	
  )

  
	
  County of Clark

  	
  ) ss.:

  
	
   

  	
   

  
	
  This instrument was acknowledged before me on (date)
  September 29, 2004 by (persons appearing before notary public) Harry D.
  Miltenberger.

  
	
   

  
	
   

  	
  BONNIE R. BRUCE

  	
   

  
	
  [SEAL]

  	
  Notary Public - Nevada

  	
   

  
	
   

  	
  No. 97-0398-1

  	
   

  
	
   

  	
  My appt. exp. Jan. 24,
  2005

  	
   

  
	
   

  	
   

  	
  /s/ Bonnie R. Bruce

  	
   

  
	
   

  	
   

  	
  (Signature and office of individual

  taking acknowledgment)

  
	
   

  	
   

  	
   

  
	
  Notarial Seal

  
						



 


 


(Notary Acknowledgment)


[LCR Deed of Trust]