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EXHIBIT 10.11    
  



	Assessor's Parcel No.:________________________	 	 
	 	 	When recorded mail to:
	

 	
 	

Gary A. Kashar

Latham & Watkins

633 West Fifth Street

Suite 4000

Los Angeles, CA 90071




DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

E-T-T Enterprises L.L.C., a Nevada limited-liability company

Trustor

National Title Co., a Nevada corporation

Trustee

and

The Bank of New York, a New York banking corporation

Beneficiary

Dated August 24, 2001  





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


    THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("Deed of Trust"), is made as of August 24, 2001, by
E-T-T Enterprises L.L.C., a Nevada limited-liability company, as trustor ("Trustor"), to National Title Co., a Nevada corporation, as trustee ("Trustee"), for the benefit of
The Bank of New York, a New York banking corporation, as trustee ("Beneficiary") acting on behalf of the holders of the Notes issued pursuant to that certain Indenture dated as of even date herewith
(the "Indenture") among Herbst Gaming, Inc., as issuer, Beneficiary, as trustee and each of the Guarantors (as defined in the Indenture). All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Indenture. 


W I T N E S S E T H:  


    Trustor hereby covenants and agrees as follows: 


ARTICLE I.

Grant of Security Interests  


    1.01  Property.  Trustor does hereby irrevocably grant, bargain, sell, pledge, assign, hypothecate,
convey, mortgage, transfer, warrant and set over unto Trustee IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary and the ratable benefit and security of the holders of the
Notes, all of Trustor's right, title and interest in and to all of the following property, whether now owned or existing or hereafter acquired or arising, (all of Trustor's right, title and interest
therein and thereto being collectively referred to herein as the "Property"): 


    (a) The
real property described in Exhibit A attached hereto and by this reference incorporated herein,
including, without limitation, (i) any easements and rights of ingress and egress appurtenant to the above described property, (ii) any street or road adjacent or contiguous to the above
described property, (iii) any strips, gores or pieces of land abutting, adjoining, adjacent to or contiguous to the above described property (owned or claimed by deed, limitation or otherwise),
and (iv) all air rights with respect thereto (collectively, the "Land"); 


    (b) Any
and all buildings and all other improvements now on or in, or hereafter constructed on or in, the Land (collectively, the "Improvements" and, together with the
Land, the "Real Property"); 


    (c) Any
and all lands, fixtures, structures, improvements, pipelines, tenements, hereditments, goods, inventory, equipment, machinery, appliances, construction or other
materials and supplies, personal property, tools, crops and other farm products, plants, trees, shrubs, vines, books, records and files, of whatever kind or description and wherever situated, now
owned by, or at any time hereafter acquired by or for, Trustor and contiguous or appurtenant to the Land, and all other things of whatsoever kind and in any way or at any time belonging or appurtenant
to, or used in connection with, any Property and all additions and/or accessions to, and all substitutions for, the foregoing; 


    (d) Any
and all Leases (as hereinafter defined) now held or hereafter acquired by Trustor, and all, bonuses, rents, revenues, security deposits, issues, royalties
(including all oil, gas and mineral royalties), profits and other consideration arising from the Leases, in connection with or belonging or appertaining to any of Trustor's property now or hereafter
subject to the lien of this Deed of Trust; 


    (e) Any
and all additions, betterments and improvements hereafter acquired or constructed upon or in connection with any of Trustor's property, now or at any time
hereafter subject to the Lien of this Deed of Trust; 


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    (f)  Any and all rights, powers, easements, rights of way, interests in land, franchises, privileges, immunities, possessory or prescriptive rights, and, to the extent
assignable, permits, licenses (excluding Gaming Licenses), options, development rights, entitlements and authorizations now or hereafter owned or possessed by Trustor that now or at any time hereafter
may be necessary for, or appurtenant to, the use, operation, management, maintenance, renewal, alteration or improvement of any of the Property, including, without limitation, to any and all rights to
(i) utilities and fees or charges paid in connection therewith, (ii) reimbursements or other rights pertaining to utilities or utility services thereto, and (iii) the present or
future use or availability of waste water facilities, water, water and storm drainage or other utility facilities to the extent the same pertain to or benefit any of the Property, including all
reservations of or commitments covering any such use in the future, whether now owned or hereafter acquired; 


    (g) All
contract rights of whatever nature, whenever acquired, relating to the other Property described in this Section 1.01, including, without limitation,
architectural and engineering plans, specifications, drawings, tests, reports or studies, contracts for goods or services and management contracts, all warranties and guaranties under such contracts
and all rights under architect's contracts, construction contracts, completion bonds, performance bonds and payment bonds, all accounts, general intangibles, documents, instruments and chattel paper
arising from or in connection with such other Property,
including all books and records in connection therewith, all rights, claims, suits or demands that Trustor now has or may hereafter acquire with respect to any damage to the Property; 


    (h) All
oil and gas or other mineral rights in or pertaining to the Land and all royalty, leasehold and other rights of Trustor pertaining thereto, now owned or
hereafter acquired; 


    (i)  All
refundable utility, tenant, escrow and governmental fees and deposits, and all refundable fees and deposits of every other nature, now owned or hereafter
acquired, relating to the Property; 


    (j)  All
water and all water rights, including riparian and other water rights in or pertaining to the Land (whether or not appurtenant thereto), now owned or hereafter
acquired, including, without limitation, shares of stock evidencing the same and any rights under contracts for the purchase or supply of water, and all deposits made with or other security given to
utility companies by Trustor with respect to the Land or any buildings or other improvements thereon; 


    (k) All
shrubbery, trees, vines and other plants of every kind and nature and all crops of every type and nature, annual and perennial, whether growing or to be grown
at any time, all harvested crops wherever stored and any document of title or other document representing a storage obligation, including, but not limited to, warehouse receipts, negotiable or
nonnegotiable, which may be received for crops in which Trustor has any right, title or interest, wherever stored; 



    (l)  All
of the interest, right, title and other claim or demand, both in law and in equity, including claims or demands with respect to any insurance policies,
returned premiums or casualty awards, or the proceeds of any thereof, which Trustor now has or may hereafter acquire in or as a result of any of the Property, and any other proceeds from any sale or
disposition thereof which Trustor now has or may hereafter acquire and any and all awards made as a result of the taking by eminent domain, or by any proceeding or purchase in lieu thereof, of the
whole or any part of such Property, all of which awards, damages, premiums and payments are hereby assigned to Beneficiary and may be at any time collected by it subject to the terms and conditions
hereof; 


    (m) All
names under which any portion of the Property may be operated or known, including trademarks and trade names, and any goodwill associated with the Property; and 


    (n) With
respect to the Property, all of the right, title, interest and claim whatsoever, at law or in equity, to all other reversions, remainders, proceeds, rents,
revenues, issues, earnings, income, products and profits thereof. 


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    TO HAVE AND TO HOLD the Property unto Trustee, its successors and assigns in trust, forever, for the purpose of securing the indebtedness and obligations described in
Section 1.02 below. 


    1.02  Obligations and Indebtedness Secured.  This Deed of Trust is given for the purpose of securing
(a) payment of the indebtedness evidenced by Trustor's $170,000,000 principal amount of 103/4% Senior Secured Notes due 2008 (the "Notes") issued pursuant to the Indenture, and
any extension, modification or renewal thereof, (b) payment of such additional sums as may hereafter be advanced hereunder for the account of Trustor, with interest thereon, (c) the
prompt payment when due of all fees, expenses, and other amounts at any time payable by Trustor under the terms of the Loan Documents (as hereinafter defined), (d) performance of each and
every term, covenant and condition of the Indenture and each and every instrument or document to which Trustor is a party securing payment of the Notes or executed in connection with or pursuant to
the Indenture (such documents together with any modifications, renewals, extensions, or replacements thereof are collectively referred to as the "Loan Documents"), and (e) the payment and
performance when due of Trustor's obligations under any guaranty, including, without limit, any Guarantees, or indemnity issued by Trustor for the benefit of Beneficiary and the holders of the Notes
(collectively, the "Holders"). 


    1.03  Security Agreement; Fixture Filing.  This Deed of Trust shall, as to any rents, equipment,
furnishings and other personal property covered hereby (collectively, the "Personal Property") and constituting a portion of the Property, be deemed to constitute a security agreement, and Trustor
hereby grants to Beneficiary, as secured party, for the benefit of the Holders, a security interest therein pursuant to the Nevada Uniform Commercial Code. Trustor agrees, as necessary, to execute any
supplements to this Deed of Trust, any separate security agreement and any financing statements and continuation statements in order to include specifically any after acquired Personal Property or
otherwise to perfect the security interest granted hereby. Upon the occurrence of an Event of Default, Beneficiary shall have all of the rights and remedies therein provided or otherwise provided by
law or by this Deed of Trust or the other Loan Documents, including but not limited to the right but not the obligation to require Trustor to assemble the Personal Property and make it available to
Beneficiary at a place to be designated by Beneficiary which is reasonably convenient to both parties, and subject to applicable Gaming Laws, the right to take possession of such Personal Property
with or without demand and with or without process of law and the right to sell and dispose of the same and distribute the proceeds according to law. The parties hereto agree that any requirement of
reasonable notice shall be met if Beneficiary sends such notice to Trustor at least ten days prior to the date of sale, disposition or other event giving rise to the required notice, and that the
proceeds of any disposition of any such Personal Property may be applied by Beneficiary first to the expenses in connection therewith, including reasonable attorneys' fees and other legal expenses
incurred, and then to payment of the other Obligations. The parties hereto further agree that any sale of the Personal Property held contemporaneously with any sale of the Land or other Property and
upon the same notice as required in the Nevada Uniform Commercial Code shall be deemed to be a public sale conducted in a commercially reasonable manner. With respect to the Personal Property that has
become so attached to the real property covered hereby that an interest therein arises under the real property law of the State of Nevada, this Deed of Trust shall also constitute a financing
statement and a fixture filing under NRS § 104.9502. 


ARTICLE II.

Warranties and Covenants of Trustor  


    2.01  Performance of Loan Documents.  Trustor covenants and agrees to comply with each and every
provision hereof, and with each and every provision of the Loan Documents, and shall promptly pay when due the indebtedness evidenced by the Notes and guaranteed by the Trustor and all other sums
required to be paid by the Trustor under this Deed of Trust and the Loan Documents. 


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    2.02  General Representations, Covenants and Warranties.  Trustor represents and warrants that: 


    (a) Trustor
has full, complete and marketable fee simple title to the Property and has good right, full power and lawful authority to encumber the Property by way of
this Deed of Trust; 


    (b) The
Property is free and clear of all liens, charges and encumbrances, except for the lien of this Deed of Trust, and only those liens expressly set forth on  Schedule 1 attached hereto.



    (c) This
Deed of Trust is and will remain a valid and enforceable first priority lien on the Property; 


    (d) All
information and financial statements furnished or to be furnished Beneficiary by or on behalf of Trustor in connection herewith or the Notes or any other
instrument or obligation secured hereby are true and correct and not misleading; 


    (e) Trustor
has not performed any act and is not bound by any instrument which would prevent Beneficiary from enforcing this Deed of Trust; 


    (f)  Trustor
has all requisite power and authority and all licenses, permits and authorizations necessary to own and operate its properties and businesses as currently
operated and conducted or proposed to be; 


    (g) The
Notes, Deed of Trust and all other instruments securing the Notes, and all other Loan Documents are valid and binding obligations of the parties thereto,
enforceable in accordance with their terms; 


    (h) Trustor
has not received any notice, nor is it aware after a reasonable, prudent and diligent inquiry, that it is in non-compliance with any
requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the regulations thereunder and there exist no "reportable events," as that term is defined in
Section 4043 of ERISA, with respect to Trustor; 


    (i)  None
of the transactions in connection with which this Deed of Trust is given will violate or result in a violation of Section 7 of the Securities Exchange
Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System; 



    (j)  The
Property has utilities available to it sufficient to serve the current and anticipated use of the Property, and such utilities are located through private
rights-of-way or properly dedicated public roads; 


    (k) The
Land is accessible by way of abutting public streets or to public streets over properly granted or dedicated private rights-of-way; and 


    (l)  Trustor
is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code of 1986, as
amended, or the regulations thereunder); Trustor's United States employer identification number is 88-0380213 and Trustor's office address is 3440 West Russell Road, Las Vegas, Nevada
89118. Trustor understands that the certification in this clause (l) may be disclosed to the Internal Revenue Service by Beneficiary and that any false statement contained herein could be
punished by fine, imprisonment, or both. The person or persons executing this Deed of Trust each declares under penalties of perjury that he had examined this certification and to the best of his
knowledge and belief it is true, correct and complete, and further declares that he has authority to sign this certification on behalf of Trustor. 


    2.03  Representations and Warranties with Respect to the Leases.  Trustor represents and warrants with
respect to all Leases, whether entered into now or hereafter, that throughout the stated term thereof: 


    (a) It
has a valid and subsisting interest as lessor under said Leases; 


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    (b) The Leases are in full force and effect; 


    (c) There
are no defaults thereunder and no event has occurred or is occurring which after notice or passage of time or both will result in such a default; 



    (d) The
Leases and the rents, issues and profits thereof are subject to no encumbrances of any kind except for this Deed of Trust; and 


    (e) True
and correct copies of said Leases have been, or upon execution will be, delivered by Trustor to Beneficiary and there are no modifications, amendments,
cancellations or concessions not indicated by the copies so delivered. 


    2.04  Improvements, Compliance with Laws and Waste.  Trustor shall complete in a good and workmanlike
manner any building or other improvements which may be constructed on the Property and pay when due all claims for labor performed and materials furnished therefor. Trustor shall comply with all laws,
rules, ordinances, regulations, covenants, conditions, restrictions, easements and agreements pertaining to the Property or Trustor's use thereof. Trustor shall not commit or permit any waste thereon,
not abandon the Property and not commit, suffer or permit any act to be done in or upon the Property in violation of law. 


    2.05  Governmental Requirements.  Trustor shall not by act or omission permit any lands or improvements
not subject to the lien of this Deed of Trust to include the Property or any part thereof in fulfillment of any governmental requirement. Similarly, no lands or other improvements not subject to the
lien of this Deed of Trust shall be included with the Property in fulfillment of any governmental requirement. Trustor shall not by act or omission impair the integrity of the Property as a single
zoning lot separate and apart from all other premises. 


    2.06  Use of Property.  Unless required by applicable law, Trustor shall use and operate the Property in
a manner consistent with the use existing at the time this Deed of Trust was executed. Trustor shall not initiate or acquiesce in any change in any zoning or other land use classification now or
hereafter in effect and affecting the Property or any part thereof nor shall Trustor otherwise change or attempt to change the use of the Property or any portion thereof without in each case obtaining
Beneficiary's prior written consent thereto. 


    2.07  Maintenance of Property.  Trustor will keep and maintain or cause to be kept and maintained the
Property in good order, condition and repair. 


    2.08  Repair and Removal of Property.  Except as otherwise expressly permitted by the Indenture, no
building, structure, fixture or other improvement shall be erected, removed, demolished, or materially changed or altered without the prior written consent of Beneficiary, which consent shall not be
unreasonably withheld. Except as expressly permitted by the Indenture, Trustor will not remove or permit the removal of the Personal Property or any part thereof (including renewals, replacements and
other after-acquired property) from the Real Property without the prior written permission of Beneficiary, which permission shall not be unreasonably withheld, provided that obsolete and worn out
articles may be removed concurrently with the replacement or renewal thereof with property of at least substantially equal value and of substantially equal usefulness in the operation of the Property.
Trustor will promptly notify Beneficiary of any fire or other casualty causing damage to the Property. Trustor will promptly and in good and workmanlike manner repair and restore any improvement which
may be damaged or destroyed. Trustor will promptly replace any lost, stolen, damaged or destroyed Personal Property. 


    2.09  Costs, Fees and Expenses.  Trustor agrees to pay and discharge all costs, fees and expenses in
connection with this Deed of Trust, including, but not limited to, Beneficiary's and Trustee's costs and expenses, including attorneys' fees, in any litigation with respect hereto, in connection
herewith, any transactions related hereto, the Property or any interest therein and the cost of evidence of title and 


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trustee's fees in connection with sale, whether completed or not, which amounts shall become due upon demand by either Beneficiary or Trustee. 



    2.10  Insurance.  So long as the lien of this Deed of Trust shall remain in effect and the Obligations
shall remain outstanding, Trustor agrees to maintain policies of insurance protecting the property as required by the Indenture. 


    2.11  Condemnation.  Trustor immediately upon obtaining knowledge of the institution of any proceedings
for the condemnation or other taking of the Property, any part thereof, or any interest therein, will notify Beneficiary of the pendency of such proceedings and Trustor shall appear in and prosecute
any such action or proceeding. Beneficiary may, but shall not be required to, participate in any such proceedings and Trustor from time to time will deliver to Beneficiary all instruments requested by
it to permit such participation. Trustor shall pay all of Beneficiary's costs and expenses, including, but not limited to, attorneys' fees, incurred in any such proceedings. For the purposes hereof,
any proceeding to acquire any interest in or affecting the value of the Property, or seeking damages therefor, including, but not limited to, severance or change of grade, whether by court action or
purchase in lieu thereof, shall be deemed a proceeding for condemnation and any award for inverse condemnation shall be deemed condemnation proceeds. 


    2.12  Condemnation Proceeds.  If all or any part of the Property shall be damaged, diminished in value or
taken through condemnation or eminent domain proceedings, or if a consent settlement is entered or a transfer is made under threat of such proceedings, either temporarily or permanently, then any and
all compensation, awards and other payments or relief therefor to which Trustor is entitled shall be deemed part of the Property and subject to the Lien of this Deed of Trust and all such proceeds
shall be paid to the Trustor and distributed in accordance with the Indenture. 


    2.13  Taxes and Other Obligations.  Trustor shall pay when due, before delinquency, all taxes,
assessments, levies, utility fees and all other fees and charges of every kind and nature, whether of a like or different nature, imposed upon or assessed against or which may become a lien on the
Property, or any part thereof, or arising from, by reason of or in connection therewith, the use thereof or this Deed of Trust. In addition, Trustor shall file all required tax forms with the
appropriate governmental authorities on or before the day they become due. Trustor will, within 15 days after the due date therefor, deliver to Beneficiary receipts evidencing payment of taxes,
assessments, levies, fees and charges as required in this Section 2.13. 


    2.14  Reserves for Taxes and Insurance Premiums.  At any time after the occurrence of an Event of Default
and if required by Beneficiary, Trustor shall pay Beneficiary or such depository as Beneficiary may designate on a monthly basis, in addition to the installments payable under the Notes, on the same
date as such installments are due and payable, a sum equal to one-twelfth (1/12) of annual taxes, assessments, levies, fees, charges and insurance premiums required to be
paid by Trustor hereunder. If the amount so paid is not sufficient to pay such taxes, assessments, levies, fees, charges and premiums when due, then Trustor will immediately pay Beneficiary or such
depository, as the case may be, on demand, amounts sufficient to pay the same. Sums deposited by Trustor pursuant hereto may be used to pay such taxes, assessments, levies, fees, charges and insurance
premiums when due provided that Trustor has furnished Beneficiary with all tax statements, premium notices and other such notices at least 30 days prior to the date that any such taxes,
assessments, levies, fees, charges or premiums may be due; provided, however, that Beneficiary may elect to apply the funds deposited with it or such depository in such manner as Beneficiary may deem
desirable, in its sole and absolute discretion. Nothing herein shall impose on Beneficiary or such depository the obligation to pay any amount on account of taxes, assessments, levies, fees, charges
or premiums in excess of the amount then deposited with Beneficiary or such depository pursuant hereto. Beneficiary and any depository may commingle funds deposited hereunder with their general funds
and no interest shall accrue or be allowed on any payments made pursuant to this section. Payments or deposits pursuant to this section, if made, shall 


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not be deemed to be a waiver or release of any other right or remedy available hereunder to Beneficiary in an Event of Default. Transfer of title to the Property shall automatically transfer the
interest of the then Trustor in any deposits made pursuant to this section. 


    2.15  Notice of Actions.  If any action or proceeding shall be instituted for any purpose affecting the
Property, any part thereof, any interest therein, title thereto or this Deed of Trust, or should Trustor
receive any notice from any governmental agency relating to the structure, use or occupancy of the Property, Trustor will immediately upon service thereof on or by Trustor, deliver to Beneficiary true
copies of each notice, petition, summons, complaint, notice of motion, order to show cause, and all other process, pleadings and papers, however designated, served in any action or proceeding.
Immediately upon becoming aware of any development or other information which may materially and adversely affect the property, business, prospects, profits or condition (financial or otherwise) of
Trustor or the Property or the ability of Trustor to perform the obligations secured hereby, Trustor shall notify Beneficiary of the nature of such development or information and such anticipated
effect. Without limiting the generality of the foregoing, Trustor shall promptly notify Beneficiary of any substantial change in the occupancy rate of the Real Property. 


    2.16  Defense of Actions.  Trustor promises and agrees that if during the existence of this Deed of Trust
there be commenced or pending any suit, action, arbitration, or other proceeding affecting the Property, any part thereof, or in relation thereto, the title thereto or this Deed of Trust, or if any
adverse claim for or against said Property, or any part thereof, be made or asserted, it will appear in and defend any such matter and will pay all costs and damages arising because of such
proceeding. Beneficiary may elect to appear in any such proceeding. Subject to any applicable Gaming Law, Beneficiary shall have the option to control such action or defense, whether or not
Beneficiary elects to appear. If Beneficiary elects to appear in any such action or proceeding, Beneficiary shall have the right to retain counsel of its choice. Trustor shall be solely responsible
for any and all expenses and costs, including, but not limited to, the fees of counsel retained by Beneficiary, which are incurred pursuant to this section. If Beneficiary elects to appear in or
control any action or proceeding, Trustor agrees to indemnify Beneficiary against, release Beneficiary from, and hold Beneficiary harmless from any damages, liability, costs, expenses, litigation, or
claims incurred in or in connection with such action or appearance or in the exercise of such control, except as a result of Beneficiary's gross negligence or willful misconduct. 



    2.17  Liens.  Trustor will not permit or suffer the filing of any mechanics', materialmen's, or other
liens against the Property, any part thereof, any interest therein, or the revenue, rents, issues, income and profits arising therefrom. If any lien shall be filed against the Property, any part
thereof, or any interest therein, Trustor agrees to discharge the same of record within ten days after the same shall have been filed. 


    2.18  Prescriptive Easements and Adverse Possession.  Trustor shall take any and all such action as may
be necessary to prevent any third parties from acquiring any prescriptive easement upon, over, or across any part of the Property, or from acquiring any rights whatsoever to or against the Property by
virtue of adverse possession. 


    2.19  Transfers of the Property.  Any sale, agreement to sell, transfer, assignment, mortgage, pledge,
hypothecation or encumbrance, including, but not limited to, the granting of any option to do any of the foregoing, whether voluntary or involuntary, by agreement, operation of law or otherwise, of
the whole or any portion of Trustor's right, title or interest in and to the Property or any portion thereof shall be in accordance with the terms of the Indenture. 


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    2.20  Lease or License of the Property.  Any lease or license for the use of the Property, or any part
thereof, shall be in accordance with the terms of the Indenture. 


    2.21  Employee Benefit Plans.  Immediately upon becoming aware of the occurrence of any
(i) "reportable event," as such term is defined in Section 4043 of ERISA, or (ii) "prohibited transaction," as such term is defined in Section 4975 of the Internal Revenue
Code of 1986, as amended, in connection with any pension plan or any trust created thereunder, a written notice specifying the nature thereof, what action Trustor is taking or proposes to take with
respect thereto, and, when known, any action taken or proposed to be taken by the Internal Revenue Service and/or the Department of Labor with respect thereto shall be delivered to Beneficiary.
Trustor will not at any time permit any pension plan maintained by it or to which Trustor is a contributing employer to (a) engage in any "prohibited transaction," as such term is defined in
Section 4975 of the Internal Revenue Code of 1986, as amended; (b) incur any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA, whether or not
waived; or (c) terminate any such pension plan in a manner which could result in the imposition of a lien on the Property pursuant to Section 4068 of ERISA. Trustor shall not take any
action which will cause or effect any withdrawal, complete or partial, or any resulting withdrawal liability, with respect to any such plan. Trustor shall promptly pay all contributions to any
employee benefit plan to which it is required to pay. 


    2.22  Performance of the Leases.  Trustor will diligently perform and observe all of the terms, covenants
and conditions of the Leases to be performed and observed by Trustor to the end that all things shall be done which are necessary to keep unimpaired Trustor's rights under the Leases. Trustor will
promptly advise Beneficiary in writing of the giving of any notice by the lessee under any Lease of any default by Trustor in the performance or observance of any of the terms, covenants or conditions
thereof on the part of Trustor to be performed or observed and Trustor will deliver to Beneficiary a true copy of each such notice. Trustor shall enforce, short of termination thereof, the performance
of each and every term, covenant and condition of each such Lease to be performed by the lessee thereunder. Trustor shall execute and deliver such instruments as may be useful or required to permit
Beneficiary to cure any default under the Leases or permit Beneficiary to take such other actions to cure or remedy the matter in default and preserve the interest of Beneficiary in the Leases and the
Property. Trustor will promptly notify Beneficiary in writing of any default by the lessee under any Lease in the performance or observance of any of the terms, covenants or conditions on the part of
said lessee to be performed or observed. Trustor shall not collect any of the rent, income and profits arising or accruing under the Leases more than one month in advance, and in no event prior to the
time when the same become due under the terms thereof. Trustor will not discount any future accruing rents. Trustor shall not execute any other assignments of the Leases or any interest therein or any
of the rents thereunder. Any other provision hereof to the contrary notwithstanding, no lien or other encumbrance may be prior to any Lease (other than the Liens pursuant to the Indenture) if the
result of such priority might be to allow such Lease to be terminated without the consent of Beneficiary. 


    2.23  Subordination of Leases.  Trustor acknowledges and agrees that said Leases are and shall be
subordinate hereto and that upon any sale or deed in lieu of sale hereunder such lessees shall attorn to the purchaser or grantee, as the case may be, and recognize the same as lessor under said
Leases as fully as if such purchaser or grantee had been named as lessor under such Leases, but without any claim or offset against such purchaser or grantee for any liability of any previous lessor.
Such lessees shall from time to time during the term hereof, within ten days after demand therefor by Beneficiary, execute and deliver to Beneficiary, or any party designated by Beneficiary, a
certificate in recordable form certifying that attached thereto is a true and correct copy of such lessee's Lease, the term of said lease, the date to which all rentals and other charges have been
paid, the amount of any security deposit, that no rent has been prepaid or discounted, that such Lease is in full force and effect, and that no defaults have occurred thereunder (or specifying the
nature of such defaults). 


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    2.24  Books and Records.  Trustor shall keep and maintain at an office in Las Vegas, Nevada, complete,
accurate and customary records and books of account with respect to all of Trustor's business transactions with respect to the Property and shall retain the same intact throughout the term hereof.
Beneficiary or its representatives shall be entitled at all reasonable times to inspect and make copies and extracts of all such records and books of account, which right of inspection, copying and
extracting shall include the right to remove said records and books of account from Trustor's places of business for reasonable periods of time. 


    2.25  Estoppel Certificate.  Trustor agrees at any time and from time to time during the term hereof and
within ten days after demand therefor from Beneficiary, to execute and deliver to Beneficiary, or any party designated by Beneficiary, a certificate in recordable form certifying the amount then due
pursuant to this Deed of Trust and the obligations secured hereby, the terms of payment thereof, the dates to which payments have been paid, that this Deed of Trust and all instruments and obligations
secured hereby are in full force and effect and that there are no defenses or offsets thereto, or specifying in what regards this Deed of Trust or such obligations are not in full force and effect and
the nature of any defense or offsets thereto, together with such other information as Beneficiary may request. 


    2.26  Conditional Sale Agreements.  Trustor shall pay promptly all installments due others upon leases,
conditional sale agreements and/or security agreements relating to fixtures, furnishings and equipment now or hereafter constituting a portion of the Property. 


    2.27  Security Agreement and Financing Statements.  Trustor shall execute, acknowledge and deliver to
Beneficiary, and, if applicable, cause to be recorded or filed at Trustor's cost and expense, any and all such mortgages, assignments, transfers, assurances, financing statements and other instruments
and documents and do such acts necessary for the better perfecting, assuring, conveying, assigning, transferring and confirming unto Beneficiary the property and rights herein conveyed or assigned or
intended now or hereafter so to be. Unless prohibited by law, Trustor hereby authorizes Beneficiary to execute and file any such financing statements or continuation statements as provided to it on
Trustor's
behalf and/or without Trustor's signature. Trustor shall not change its name, identity or corporate structure without notifying Beneficiary at least 60 days in advance. 


    2.28  Indemnification.  Trustor will protect, indemnify, save harmless and defend Beneficiary, Trustee
and the Holders from and against any and all liability, loss, costs, charges, penalties, obligations, expenses, attorneys' fees, litigation, judgments, damages, claims and demands imposed upon or
incurred by or asserted against Beneficiary, the Holders and/or Trustee by reason of (a) ownership by Trustee or Beneficiary of its interest in the Property pursuant to this Deed of Trust,
(b) any accident or injury to or death of persons or loss of or damage to or loss of the use of property occurring on or about the Property or any part thereof or the adjoining sidewalks,
curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use or condition of the Property or any part thereof or of the adjoining sidewalks, curbs, vaults
and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Trustor to perform or comply with any of the terms of this Deed of Trust or any instrument or agreement secured
hereby, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof made or suffered to be made by or on behalf
of Trustor, (f) any negligence or tortious act on the part of Trustor or any of its respective agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any
alterations, changes, new construction or demolition of the Property, whether or not permitted hereunder. All amounts payable to Beneficiary, Trustee or the Holders, as the case may be, under this
Section 2.28 shall be payable on demand and shall be deemed indebtedness secured by this Deed of Trust. 



    2.29  Subordination.  All obligations of Trustor to any of its affiliates, including, but not limited to,
any of its shareholders, partners or members are hereby subordinated to the obligations secured by 


10





 


this Deed of Trust and such obligations may be paid unless prohibited by the Indenture or upon the occurrence of a Default or an Event of Default (as defined herein). 


ARTICLE III.

Assignment of Leases and Rents  


    3.01  Assignment of Leases and Rents.  As additional security for the obligations secured by this Deed of
Trust pursuant to Section 1.02, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary, all of Trustor's right, title and interest in the following: 


    (a) all
leases, subleases, occupancy agreements, licenses, usufructs, rental contracts and other agreements written or oral, now or hereafter existing relating to the
use or occupancy of all or any portion of the Property, together with all guarantees, modifications, extensions and renewals thereof subject to applicable Gaming Laws (collectively, the "Leases"); 


    (b) any
and all guaranties of the obligations of the tenants (the "Tenants") under any of such Leases; and 


    (c) subject
to the provisions of Section 3.03 below, the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues,
issues and profits now due or that may become due or to which Trustor may now or shall hereafter (whether during any applicable period of redemption, or otherwise) become entitled or may demand or
claim, arising or issuing from or out of the Leases, or from or out of the Property or any part thereof, subject to applicable Gaming Laws (collectively, the "Rents"). 



    3.02  Rights of Beneficiary.  Subject to the provisions of Section 3.03 below, Beneficiary shall
have the right, power and authority (but not the obligation) to: (a) notify any person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to
Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Property; (b) settle, compromise, release, extend the time of payment of, and make
allowances, adjustments and discounts of any Rents or other obligations under the Leases; (c) enforce payment of Rents and other rights under the Leases, prosecute any action or proceeding, and
defend against any claim with respect to Rents and Leases; (d) without regard to the adequacy of Beneficiary's security, enter upon but not take possession of the Property, or take possession
of and operate the Property; (e) lease all or any part of the Property; and/or (f) perform any and all obligations of Trustor under the Leases and exercise any and all rights of Trustor
therein contained to the full extent of Trustor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver, and any other rights and remedies
under any applicable Nevada laws; provided, however, that the acceptance by Beneficiary of this Deed of Trust, with all of the rights, power, privileges, and authority created, will not, prior to
entry on and taking of possession of the Property by Beneficiary, be deemed or construed to make Beneficiary a mortgagee-in-possession, nor in any event obligate Beneficiary to
appear in or defend any action or proceeding relating to the Leases. Trustor shall deliver a copy of this Deed of Trust to each Tenant under a Lease and to each manager and managing agent or operator
of the Property. Trustor irrevocably directs any Tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Trustor, to comply with all demands
of Beneficiary under this Deed of Trust and to turn over to Beneficiary on demand all Rents which it receives. 


    3.03  Trustor's Limited License.  Provided that no Default or Event of Default (as defined herein) has
occurred and is continuing, Trustor shall have the right under a license granted hereby and Beneficiary hereby grants to Trustor a license to collect, but not more than one month in advance (except as
regards security and similar deposits and payments of last months' rentals), all of the Rents arising from or out of the Leases or any renewals or extensions thereof, or from or out of the Property or
any part thereof. After the occurrence and during the continuance of an Event of Default, 


11





 


Beneficiary shall have the right, but not the obligation, to use and apply any Rents received hereunder in accordance with this Deed of Trust and the Indenture, and Trustor irrevocably waives the
right to direct the application of any and all payments at any time or times thereafter received by the Beneficiary from or on behalf of Trustor, and Trustor hereby irrevocably agrees that the
Beneficiary shall have the continuing exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default
against the Obligations in accordance with this Deed of Trust and the Indenture. If an Event of Default occurs and is continuing, and without the necessity of Beneficiary entering upon and taking and
maintaining full control of the Property (by agent, court appointed receiver or otherwise), the license granted hereby shall be deemed revoked and the license shall immediately be revocable by
Beneficiary upon which revocation Beneficiary will be entitled to immediate possession of all rents and revenues generated by the Property. 


    3.04  Trustor's Obligations.  Trustor represents and warrants that, as of the date hereof, it occupies
the Property, and there are no Leases in effect with respect to the Property except for unrecorded month-to-month leases and as expressly set forth on  Schedule 1 hereto. With respect to any
Leases entered into after the date hereof, Trustor shall, in addition to any other
obligations of Trustor provided for herein with respect to such Leases, at its sole cost and expense: (i) cause all tenant improvements to be constructed in a workmanlike manner and in
accordance with all applicable laws, ordinances, rules and regulations; (ii) to the extent that Trustor is no longer in occupancy of any material portion of the Property, use reasonable efforts
to keep such unoccupied portions of the Property leased at all times to lessees which Trustor reasonably and in good faith believes are creditworthy at rents not less than the fair market rental value
(including, but not limited to, free or discounted rents to the extent the market so requires); (iii) appear in and defend any action or proceeding arising under, growing out of or in any
manner connected with the Leases or the obligations, duties or liabilities of the landlord or of any lessees thereunder; (iv) promptly execute (and use reasonable efforts to cause all necessary
third parties to execute) and record any additional assignments of landlord's interest under any Lease to Beneficiary and specific subordinations of any Lease to this Deed of Trust; and
(v) furnish Beneficiary a written statement containing the names of all lessees and the terms of all Leases, including the spaces occupied and the rentals payable thereunder. 



    3.05  Limitation.  The acceptance by Beneficiary of the assignment provided in this Article III,
together with all of the rights, powers, privileges and authority created in this Article III or elsewhere in this Deed of Trust, shall not, prior to entry upon and taking possession of the
Property by Beneficiary be deemed or construed to constitute Beneficiary a "mortgagee in possession" or to obligate Beneficiary to appear in or defend any action or proceeding relating to the Leases,
the Rents or the Property or to take any action hereunder or to expend any money or incur any expenses or perform or discharge any obligation or responsibility for any security deposits or other
deposits delivered to Trustor by any Tenant and not assigned and delivered to Beneficiary, nor shall Beneficiary be liable in any way for any injury or damage to person or property sustained by any
person or persons, firm or corporation in or about the Property. 


    3.06  Right of Subordination.  Notice is hereby given to each Tenant under a Lease of such right to
subordinate. No subordination referred to in this Section shall constitute a subordination to any lien or
other encumbrance, whenever arising, or improve the right of any junior lienholder. Nothing herein shall be construed as subordinating this Deed of Trust to any Lease. 


ARTICLE IV.

Trustee's and Beneficiary's Rights  


    4.01  No Waiver or Release of any Event of Default or any Provisions, Covenants and Conditions.  The
waiver or release by Beneficiary or Trustee of any Default or Event of Default or of any of the 


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provisions, covenants and conditions hereof on the part of Trustor to be kept and performed shall not be a waiver or release of any preceding or subsequent breach of the same or any other provision,
covenant or condition contained herein. The subsequent acceptance of any sum in payment of any indebtedness secured hereby or any other payment hereunder by Trustor to Beneficiary or Trustee shall not
be construed to be a waiver or release of any preceding breach by Trustor of any provision, covenant or condition of this Deed of Trust other than the failure of Trustor to pay the particular sum so
accepted, regardless of Beneficiary's or Trustee's knowledge of such preceding breach at the time of acceptance of such payment. No payment by Trustor or receipt by Beneficiary of a lesser amount than
the amount herein provided shall be deemed to be other than on account of the earliest sums due and payable hereunder, nor shall any endorsement or statement on any check or any letter accompanying
any check or payment be deemed an accord and satisfaction, and Beneficiary may accept any check or payment without prejudice to Beneficiary's right to recover the balance of such sum or pursue any
other remedy provided in this Deed of Trust. The consent by Beneficiary or Trustee to any matter or event requiring such consent shall not constitute a waiver of the necessity for such consent to any
subsequent matter or event. 


    4.02  Bankruptcy Petition Filing.  Notwithstanding the right otherwise provided to Trustor to collect
rent and other payments pursuant to the Leases while Trustor is not in default under the Notes or this Deed of Trust, if there is filed any petition in bankruptcy by or against any lessee under any of
the Leases or there is appointed a receiver or trustee to take possession of all or a substantial portion of the assets of such lessee or there is a general assignment by such lessee for the benefit
of creditors, or any action is taken by or against such lessee under any state or federal insolvency law or bankruptcy act, or any similar law now or hereafter in effect, Beneficiary is appointed a
creditor of such lessee and is entitled to recover on any claim or right of recovery that Trustor may have against such lessee or its receiver or trustee; provided, however, that Beneficiary shall not
be obligated to pursue any such claim or right of recovery. 


    4.03  Right of Entry.  Beneficiary may make or cause to be made reasonable entries upon and inspection of
the Property. 


    4.04  Successor Trustees.  Beneficiary may, at any time, by instrument in writing, appoint a successor or
successors to the Trustee named herein or acting hereunder, which instrument, executed and acknowledged by Beneficiary, and recorded in the Office of the County Recorder, Clark County, Nevada, shall
be conclusive proof of the proper substitution of such successor trustee, who shall have all the estate, powers, duties and trusts in the premises vested in or conferred on the original trustee. If
there be more than one trustee, either may act alone and execute these trusts upon the request of Beneficiary and his acts shall be deemed to be the acts of all trustees, and the recital in any
conveyance executed by such sole trustee of such requests shall be conclusive evidence thereof, and of the authority of such sole trustee to act. 


    4.05  Releases, Modifications and Waivers.  Without affecting the liability of Trustor or any other
person or entity, except any person or entity expressly released in writing, for payment of any indebtedness secured hereby or for performance of any of the obligations or any of the terms, covenants
and conditions hereof, and without affecting the rights of Trustee and Beneficiary with respect to any security not expressly released in writing, at any time and from time to time, without notice or
consent other than consent of Beneficiary, Trustee and/or Beneficiary may: 



    (a) Release
any person or entity liable for payment of all or any part of the indebtedness or for the performance of any obligation; 


    (b) Make
any agreement extending the time or otherwise altering the terms of payment of all or any part of said indebtedness or modifying or waiving any obligation or
subordinating, modifying or otherwise dealing with the lien or charge hereof; 



13







  



    (c) Exercise
or refrain from exercising or waive any right either of them may have; 


    (d) Accept
additional security of any kind; and, 


    (e) Release
or otherwise deal with any property, real or personal, securing the obligations secured hereby. 




    4.06  Attorney-In-Fact.  If Trustor fails to execute, acknowledge or deliver to
Beneficiary any and all mortgages, assignments, transfers, assurances, financing statements, maps, and other instruments or documents required to be so executed, acknowledged or delivered hereunder,
within 15 days after Beneficiary's demand or such lesser period as may be provided elsewhere herein, then Trustor hereby appoints Beneficiary as Trustor's true and lawful
attorney-in-fact to act in Trustor's name, place and stead to execute, acknowledge and deliver the same. 


    4.07  Payment of Trustor's Obligations.  Whenever under any provision of this Deed of Trust Trustor shall
be obligated to make any payment or expenditure, or to do any act or thing, or to incur any liability whatsoever, and Trustor fails, refuses or neglects to perform as herein required, Beneficiary
shall be entitled, but shall not be obligated, to make any such payment or expenditure or to do any such act or thing, or to incur any such liability, all on behalf of and at the cost and for the
account of Trustor. In such event, the amount thereof shall be paid by Trustor on demand of Beneficiary. Such amount shall be added to the principal balance due under the Notes and shall accrue
interest thereon in accordance with the terms of the Indenture. Without limiting the generality of the foregoing, any act or payment by Beneficiary to cure, forestall, prevent or mitigate an Event of
Default hereunder shall be at the sole option of Beneficiary, shall be at the cost of Trustor and shall be reimbursed to Beneficiary as above provided. Beneficiary shall not be bound to inquire into
the validity of any apparent or threatened tax, assessment, adverse title, lien, encumbrance, claim, or charge before making an advance for the purpose of preventing, removing or paying the same.
Beneficiary shall be subrogated to all rights, equities and liens discharged by any such expenditure. All funds advanced by Beneficiary pursuant to this Section 4.07 or any other provision of
this Deed of Trust for the performance of any obligation of Trustor or to protect Beneficiary's security shall be deemed obligatory advances regardless of the person or entity to whom such funds are
furnished and such advances, together with interest thereon, shall be secured by this Deed of Trust. 


ARTICLE V.

Default and Remedies  


    5.01  Events of Default.  As used in this Deed of Trust, each of the following events shall constitute an
"Event of Default" hereunder: 



    (a) Any
default in the performance of any term, covenant or condition contained herein and such event or circumstance, if capable of being cured, is not cured within
35 days after written notice thereof is given by Trustee or Beneficiary to Trustor; or 


    (b) The
occurrence of any "Event of Default" under the terms of the Indenture or any other Loan Document. 




    All
notice and cure periods provided herein, in the Indenture or in any other Loan Document shall run concurrently with any notice or cure periods provided by law. Without limiting
the foregoing, Beneficiary or the Trustee shall be entitled to cause a notice of breach and election to sell to be recorded and mailed if any event occurs which, with the giving of notice and/or
passage of time, would constitute an Event of Default hereunder or thereunder or would entitle Beneficiary to accelerate the indebtedness secured hereby and the recording and mailing to Trustor of
such notice of breach and election to sell shall constitute notice of a failure to perform pursuant hereto or thereto. 


    5.02  Rights and Remedies.  


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    (a) At
any time after the occurrence of a Default or an Event of Default, Beneficiary may exercise any and all of its rights provided hereunder, under the Indenture or
applicable law, subject to applicable Gaming Laws. Without limiting the generality of the foregoing, any Personal Property may, at the sole and absolute option of Beneficiary, (i) be sold
hereunder, (ii) be sold pursuant to the Uniform Commercial Code of the State of Nevada, or (iii) be dealt with by Beneficiary in any other manner provided by statute, law or equity.
Without limiting the foregoing, Beneficiary may require Trustor to assemble the Personal Property and make it available to Beneficiary at a place to be designated by Beneficiary. At any time after the
occurrence of a Default or an Event of Default, Beneficiary shall be the attorney-in-fact of Trustor with respect to any and all matters pertaining to the Property with full
power and authority to give instructions with respect to the collection and remittance of payments, to
endorse checks, to enforce the rights and remedies of Trustor, and to execute on behalf of Trustor and in Trustor's name any instruction, agreement or other writing required therefor. This power shall
be irrevocable and deemed to be a power coupled with an interest. Beneficiary may, in its sole discretion, appoint Trustee as the agent of Beneficiary for the purpose of disposition of the Personal
Property in accordance with the Uniform Commercial Code. Trustor acknowledges and agrees that a disposition of the Personal Property in accordance with Beneficiary's rights and remedies in respect to
real property as hereinabove provided is a commercially reasonable disposition thereof. 


    (b) At
any time after the occurrence of an Event of Default, Beneficiary may, to the full extent permitted by law, including any applicable Gaming Law, in addition to
all other rights and remedies, forthwith after any such Event of Default, enter upon and take possession of the Property, complete any buildings or other improvements under construction, construct new
improvements and make modifications to and/or demolish any of the foregoing. In connection therewith Beneficiary shall have the power to file any and all notices and obtain any and all necessary
permits and licenses, including, but not limited to, the filing of notices of completion and the obtaining of certificates of occupancy. Beneficiary shall also have the right but not the obligation to
receive all of the rents, issues and profits of the Property, overdue, due or to become due, and to apply the same, after payment of all necessary charges and expenses, including attorneys' fees, on
account of the indebtedness secured hereby. Beneficiary may do any and all of the foregoing in its own name or in the name of Trustor and Trustor hereby irrevocably appoints Beneficiary as its
attorney-in-fact for such purposes. Beneficiary may also, at any time after such default, apply to any court of competent jurisdiction for the appointment of a receiver and
Trustor agrees that such appointment shall be made upon a prima facie showing of a claimed Event of Default without reference to any offsets or defenses
against such Event of Default and without regard to whether any portion of the Property is in danger of being lost, removed, injured or destroyed or of waste, whether income from the Property is in
danger of being lost or whether the Property is or may become insufficient to discharge the obligations secured by this Deed of Trust. Such receiver shall have all the rights and powers provided
Beneficiary pursuant to this section or otherwise provided hereunder or by law. Said receiver may borrow monies and issue certificates therefor. Said certificates shall be a lien on the Property
subordinate only to this Deed of Trust and the Leases; provided, however, that should any of said certificates be acquired by Beneficiary the amount thereof shall constitute additional indebtedness
secured hereby. Such receiver may lease all or any portion of the Property on such terms and for such a term (which may extend beyond the terms of such receiver's appointment and/or, if Beneficiary so
consents, sale of the Property hereunder) as such receiver may deem appropriate in its sole and absolute discretion. The entering upon and taking possession of the Property pursuant to this section
and the collection of the rents, issues and profits therefrom shall not cure or waive any Event of Default or notice thereof hereunder or invalidate any act of Beneficiary pursuant thereto. 


    (c) Should
default be made by Trustor in payment or performance of any indebtedness or other obligation or agreement secured hereby and/or in performance of any
agreement herein, or 



15





 


should an Event of Default otherwise occur hereunder, Beneficiary may, subject to NRS § 107.080, declare all sums secured hereby immediately due by delivery to Trustee of a written notice
of breach and election to sell (which notice Trustee shall cause to be recorded and mailed as required by law). 


    (d) After
three months shall have elapsed following recordation of any such notice of breach, Trustee shall sell the property subject hereto at such time and at such
place in the State of Nevada as Trustee, in its sole discretion, shall deem best to accomplish the objects of these trusts, having first given notice of such sale as then required by law. In the
conduct of any such sale Trustee may act itself or through any auctioneer, agent or attorney. The place of sale may be either in the county in which the property to be sold, or any part thereof, is
situated, or at an office of the Trustee located in the State of Nevada. 



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


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




    (e) Trustee
shall apply the proceeds of any such sale to payment of expenses of sale and all charges and expenses of Trustee and of these trusts, including cost of
evidence of title and Trustee's fee in connection with sale; all sums expended under the terms hereof, not then repaid, with accrued interest in accordance with the terms of the Indenture; all other
sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto. 


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


    (g) Notwithstanding
any other provision of this Deed of Trust, to the extent required under applicable law, the consummation of the transactions contemplated hereby and
the exercise of remedies hereunder may be subject to applicable Gaming Laws, as amended from time to time. Due to various legal restrictions, including, without limitation, licensing of operators of
gaming facilities and prior approval of the sale or disposition of assets of a licensed gaming operation, the sale of Collateral consisting of
gaming equipment may be denied by the relevant Gaming Authorities or delayed pending Gaming Authority approval. 




    5.03  Leases.  The collection of Rents and the application thereof by Beneficiary or any receiver
obtained by Beneficiary shall not cure or waive any Event of Default or notice thereof, or invalidate any act of Beneficiary pursuant thereto. In the exercise of the powers herein granted Beneficiary, 


16





 


Beneficiary shall not be deemed to have affirmed any Lease or subordinated the lien hereof thereto nor shall any liability be asserted or enforced against Beneficiary, all such liability being hereby
expressly waived and released by Trustor. Neither Beneficiary nor any receiver shall be obligated to perform or discharge any obligation, duty or liability under any Lease or under or by reason of the
assignment contained in this Deed of Trust and Trustor shall and does hereby agree to protect, indemnify, save harmless and defend Beneficiary and such receiver from and against any and all liability,
loss, costs, charges, penalties, obligations, expenses, attorneys' fees, litigation, judgments, damages, claims and demands which they may or might incur by reason of, arising from, or in connection
with the Leases, such assignment, any alleged obligations or undertakings on their part to perform or discharge any of the terms, covenants or agreements contained in the Leases, any alleged
affirmation of or subordination to the Leases, or any action taken by Beneficiary or such receiver pursuant to any provision of this Deed of Trust. Without limiting the generality of the foregoing, no
security deposited by the lessee with the lessor under the terms of any Lease hereby assigned has been transferred to Beneficiary, and Beneficiary assumes no liability for any security so deposited. 


ARTICLE VI.

Miscellaneous  


    6.01  Reconveyance of Property.  Upon receipt of a written request from Beneficiary reciting that all
sums and obligations secured hereby have been paid and/or performed, and upon payment of its fees, Trustee shall reconvey without warranty the property then held hereunder. The recitals in such
reconveyance of any matters of fact shall be conclusive proof of the truth thereof. The grantee in such reconveyance may be described in general terms as "the person or persons legally entitled
thereto." 


    6.02  Waiver and Release.  Trustor, for itself and for all persons hereafter claiming through or under it
or who may at any time hereafter become holders of liens junior to the lien of this Deed of Trust, hereby expressly waives and releases all rights to direct the order in which any of the Property or
any interest therein shall be sold in the event of any sale or sales pursuant hereto and to have any of the Property and/or any other property now or hereafter constituting security for any of the
indebtedness secured
hereby or any interest therein marshaled upon any sale under this Deed of Trust or of any other security for any of said indebtedness. 



    6.03  Further Assurances.  Trustor shall, upon demand by Beneficiary or Trustee, or otherwise necessary,
execute, acknowledge (if appropriate) and deliver any and all documents and instruments and do or cause to be done all further acts reasonably necessary or appropriate to effectuate the provisions
hereof. 


    6.04  Usury Savings Clause.  Nothing contained herein or in the Loan Documents shall be deemed to require
the payment of interest or other charges by Trustor in excess of the amounts that may be lawfully charged to the Trustor pursuant to the Loan Documents or under the applicable usury laws. In the event
Beneficiary shall collect monies which are deemed to constitute interest which would increase the effective interest rate to a rate in excess of that permitted to be charged by applicable law, all
such sums deemed to constitute interest in excess of the legal rate shall, upon such determination, at the option of Beneficiary, be returned to Trustor or credited against the principal balance of
any obligation secured hereby then outstanding. 


    6.05  No Liability for Clean-up of Hazardous Materials.  In the event that the Beneficiary is
required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another,
which in the Beneficiary's sole discretion may cause the Beneficiary to be considered an "owner or operator" under the provisions of the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA), 42 U.S.C. §9601. et seq., or otherwise cause the Beneficiary to incur liability under CERCLA or any other federal,
state or local law, the Beneficiary reserves the right to, instead of taking 


17





 


such action, either resign as Beneficiary or arrange for the transfer of the title or control of the asset to a court appointed receiver. The Beneficiary shall not be liable to the Trustor or the
Holders or any other person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Beneficiary's actions and conduct as
authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. 


    6.06  Notices.  Any and all notices and demands to Trustor, Trustee or to Beneficiary, required or
desired to be given hereunder shall be in writing and shall be given by deposit in the United States mail, certified or registered, postage prepaid, return receipt requested or if made by Federal
Express or other similar delivery service keeping records of deliveries and attempted deliveries or made by telecopy. Service by United States Mail or by Federal Express or other similar delivery
service shall be conclusively deemed made on the first business day delivery is attempted or upon receipt, whichever is sooner; provided, however, that service of any notice of breach or notice of
sale as required by law will, if mailed, be effective on the date of mailing. Facsimile transmissions received during business hours
during a business day shall be deemed received on such business day. Facsimile transmissions received at any other time shall be deemed received on the next business day. 


    Any
notice or demand to Beneficiary shall be addressed to Beneficiary at: 


The
Bank of New York

101 Barclay Street

New York, NY 10286

Telecopier No.: (212) 815-5915

Attention: Corporate Trust Administration 


    Any
notice or demand to Trustee shall be addressed to Trustee at: 


National
Title Co.

714 East Sahara Avenue

Las Vegas, Nevada 89104

Telecopier No.: (702) 737-9255 


    Any
notice or demand to Trustor shall be addressed to Trustor at: 


E-T-T
Enterprises L.L.C.

3440 West Russell Road

Las Vegas, Nevada 89118

Telecopier No.: (702) 740-4630

Attention: Mary E. Higgins 


    With
a copy to: 


Kummer
Kaempfer Bonner & Renshaw

3800 Howard Hughes Parkway

Seventh Floor

Las Vegas, Nevada 89109

Telecopier No.: (702) 796-7181

Attention: John N. Brewer, Esq. 


Any
party hereto may change its address for the purpose of receiving notices or demands as herein provided by a written notice given in the manner aforesaid to the other party hereto, which notice of
change of address shall not become effective, however, until the actual receipt thereof by the other party. Whenever any law requires Beneficiary to give reasonable notice of any act, election, or
event, or proposed act, election, or event, said requirement shall be deemed complied with if Beneficiary gives 


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Trustor ten (10) days written notice as herein provided. Information concerning the security interest may be obtained from Beneficiary at the above address. 


    6.07  Successors in Interest.  This Deed of Trust applies to, inures to the benefit of, and binds all
parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. 


    6.08  Public Record.  Trustee accepts these trusts when this Deed of Trust, duly executed and
acknowledged, is made a public record as provided by law. 


    6.09  Action by Trustor.  Where any provision in this Deed of Trust refers to action to be taken by
Trustor, or which Trustor is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by Trustor. 


    6.10  Severability.  If any term, provision, covenant or condition of this Deed of Trust, or any
application thereof, should be held by a court of competent jurisdiction to be invalid, void, or unenforceable, all provisions, covenants and conditions of this Deed of Trust and all applications
thereof not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. If the lien of this Deed of Trust is invalid
or unenforceable as to any part of the Property, or if the lien is invalid or unenforceable as to any part of the indebtedness secured hereby, the unsecured or partially unsecured portion of such
indebtedness shall be completely paid prior to the payment of the remaining and secured or partially secured portion of such indebtedness, and all payments made on such indebtedness, whether voluntary
or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid on and applied to the full payment of that portion of such indebtedness which is not secured
or fully secured by the lien of this Deed of Trust. 


    6.11  Joint and Several Liability.  In the event that Trustor shall consist of more than one person, firm
or corporation then and in such event all of such persons, firms or corporations shall be jointly and severally liable hereunder. 


    6.12  Governing Law.  The laws of the State of Nevada shall govern the validity, construction,
performance and effect of this Deed of Trust. 


    6.13  Construction.  This Deed of Trust shall be construed in accordance with its intent and without
regard to any presumption or other rule requiring construction against the party causing the same to be drafted. 


    6.14  Remedies Cumulative.  The various rights, options, elections and remedies of Beneficiary and
Trustee hereunder shall be cumulative and no one of them shall be construed as exclusive of any other, or of any right, option, election or remedy provided in any agreement or by law. 



    6.15  Time.  Time is of the essence of this Deed of Trust and all of the terms, provisions, covenants and
conditions hereof. 


    6.16  Consent of Beneficiary.  Whenever any provision of this Deed of Trust requires Beneficiary's
consent or approval, unless otherwise specifically provided, the same may be granted or withheld by Beneficiary in its sole and absolute discretion. 


    6.17  Context, Interpretation and Headings.  In this Deed of Trust, whenever the context so requires any
gender includes the others, and the singular number includes the plural, and vice-versa, the term Beneficiary shall include any future trustee under the Indenture, and the term Trustor
shall mean the original signator hereof, the successors and assigns thereof and any future owners of any interest in the Property or any portion thereof. In the event the ownership of all or any
portion of such property becomes vested in a person other than the signator hereof, Beneficiary may, without notice to such signator, deal with such successor or successors with reference to this Deed
of Trust and to the indebtedness hereby secured in the same manner as with the signator, without in any way vitiating or 


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discharging such signator's liability hereunder or upon the indebtedness hereby secured. In this Deed of Trust, the use of words such as "including" or "such as" shall not be deemed to limit the
generality of the term or clause to which they have reference, whether or not non-limiting language (such as "without limitation," or "but not limited to," or words of similar import) is
used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
The captions and headings
appearing at the commencement of the sections, paragraphs and subdivisions hereof are descriptive only and for convenience in reference to this Deed of Trust and in no way whatsoever define, limit or
describe the scope or intent of this Deed of Trust, nor in any way affect this Deed of Trust. 


    6.18  Effect of NRS § 107.030.  Where not inconsistent with the above, the following
covenants, Nos. 1; 2 (full replacement value); 3; 4 (as determined in accordance with the Indenture); 5; 6; 7 (a reasonable percentage); 8 and 9 of NRS § 107.030 are hereby adopted and
made a part of this Deed of Trust. 



    6.19  Rights of Beneficiary.  In acting hereunder, Beneficiary is entitled to all rights, privileges,
benefits, protections, immunities and indemnities accorded to it under the Indenture. 


[signature page to follow]


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    IN WITNESS WHEREOF, Trustor has executed this Deed of Trust the day and year first above written. 



	 	 	TRUSTOR:
	

 	
 	

E-T-T Enterprises L.L.C.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ EDWARD J. HERBST   

	 	 	Name:	Edward J. Herbst

	 	 	Title:	Managing Member





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	STATE OF NEVADA	 	)	 	 
	 	 	)	 	ss.
	COUNTY OF CLARK	 	)	 	 



    This instrument was acknowledged before me on August 24, 2001
by Edward J. Herbst as Managing
Member of E-T-T Enterprises LLC. 



	 	 	/s/ Janice R. Donelson

	        [SEAL]	 	NOTARY PUBLIC

My Commission Expires 11/20/03




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   SCHEDULE 1

PERMITTED EXCEPTIONS  


	1.
	Taxes
for the fiscal year July l, 2001 to June 30, 2002 any district assessments collected therewith. 






	 	AP# 38-283-13	 	 	 	 	 	 	 	 
	 	lst Installment	 	$11,206.08	 	August 20, 2001	 	PAID	 	 
	 	2nd Installment	 	$10,569.78	 	October 1, 2001	 	NOT YET DUE	 	 
	 	3rd Installment:	 	$10,569.78	 	January 7, 2002	 	NOT YET DUE	 	 
	 	4th Installment:	 	$10,569.78	 	March 4, 2002	 	NOT YET DUE	 	 
	 	TOTAL TAXES:	 	$42,915.42	 	 	 	 	 	 




	2.
	A
lien for supplemental taxes as might be assessed and collected by the County Assessor on the personal property Tax Roll in the event improvements have been commenced or completed
within the past year, in accordance with Nevada Revised Statutes 361.260. (NONE DUE AND PAYABLE)



	3.
	Water
rights, claims or title to water, whether or not shown by the public records.



	4.
	Reservations
and provisions as contained in Patent from the United States of America, recorded November 22, 1965 in Book 83 of Official Records, page 377 as File
No. 54072, Nye County, Nevada records: 



    Subject
to any vested and accrued water rights for mining, agricultural, manufacturing, or other purposes, and rights to ditches and reservoirs used in connection with such water
rights, as may be recognized and acknowledged by the local customs, laws, and decisions of courts; and there is reserved from the lands hereby granted, a right-of-way thereon
for ditches or canals constructed by the authority of the United States. 



	5.
	Easements
and rights of way including incidentals thereto as shown on the Parcel Map thereof recorded March 20, 1985 as File No. 137000, Nye County, Nevada records.



	6.
	An
Easement for either or both pole lines, conduits and incidental purposes as set forth in an instrument 






	 	Recorded:	May 2, 1994 as File No. 351817, Nye County, Nevada records
	 	Over:	A portion of said land




	7.
	An
unrecorded Lease dated August 1, 1998, executed by E-T-T ENTERPRISES, L.L.C., as Lessors, and TERRIBLE HERBST, INC., as Lessee, upon the
terms, covenants, and conditions therein provided as disclosed by a Memorandum of Lease recorded October 28 1999, as Document No. 480871, Nye County, Nevada records. 



    The
terms, covenants, conditions and provisions as contained in an instrument, entitled "FIRST AMENDMENT TO MEMORANDUM OF LEASE" 



	 	By and between:	E-T-T ENTERPRISES L.L.C., a Nevada Liability Company

and TERRIBLE HERBST, INC., a Nevada Corporation
	 	Recorded:	November 21, 2000
	 	Document No.:	504213, Nye County, Nevada
	 	[To be subordinated to Deed of Trust by Subordination, Attornment and Non-Disturbance Agreement to be recorded concurrently herewith.]







    The
terms, covenants, conditions and provisions as contained in an instrument, entitled "RIGHT OF FIRST REFUSAL" 



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	 	By and between:	TERRIBLE HERBST, INC., a Nevada Corporation and

CHEVRON U.S.A. Inc., a Pennsylvania Corporation
	 	Recorded:	October 28, 1999
	 	Document No.:	480873, Nye County, Nevada
	 	(Affects the Lessee's Interest under the above lease.)





    The
terms, covenants, conditions and provisions as contained in an instrument, entitled "LANDLORD CONSENT" 



	 	By and between:	E-T-T ENTERPRISES, L.L.C., a Nevada Limited Liability Company

and CHEVRON U.S.A. Inc., a Pennsylvania Corporation

and TERRIBLE HERBST, INC., a Nevada Corporation
	 	Recorded:	October 28, 1999
	 	Document No.:	480874, Nye County, Nevada
	 	(Affects the Lessee's Interest under the above lease.)





    A
Deed of Trust to secure payment and performance of certain agreements set forth therein, recorded October 28, 1999 as File No. 480872, Nye County, Nevada records. 



	 	Dated:	January 31, 1999
	 	Trustor:	TERRIBLE HERBST, INC.
	 	Trustee:	FIRST AMERICAN TITLE COMPANY OF NEVADA
	 	Beneficiary:	CHEVRON U.S.A. INC.
	 	(Affects the Lessee's Interest under the above lease.)





    The
effect, if any, caused from a financing statement form UCC-1 recorded October 28, 1999 as Document No. 480875, of Official Records, Nye County, Nevada
records. 



	 	Debtor:	TERRIBLE HERBST, INC.
	 	Secured Party:	CHEVRON U.S.A. INC.
	 	Property Encumbered:	Personal Property located on said land
	 	(Affects the Lessee's Interest under the above lease.)




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QuickLinks


EXHIBIT 10.11

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