EXHIBIT 10.10.2  THE
LIENS GRANTED PURSUANT TO THIS INSTRUMENT ARE SUBJECT AND SUBORDINATE TO THE
LIENS GRANTED TO BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, PURSUANT TO AN
INTERCREDITOR AGREEMENT DATED AS OF MARCH 5, 2002 WITH BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT (THE INTERCREDITOR
AGREEMENT).  RECORDING REQUESTED
  BY:
  
  APN Numbers: 077-291-25AND WHEN RECORDED
  MAIL TO:
  
  077-293-19Milbank, Tweed, Hadley &
  McCloy, LLP
  ))601
  South Figueroa Street
  )30th
  Floor
  )Los
  Angeles, CA  90017
  )Attn:
  Matthew S. Meza, Esq.
  )   (Space above line is for Recorders use)
  DEED OF TRUST, FIXTURE FILING AND SECURITY AGREEMENT
WITH ASSIGNMENT OF RENTS  THIS DEED OF TRUST, FIXTURE FILING AND SECURITY AGREEMENT
WITH ASSIGNMENT OF RENTS
(this Deed of Trust), dated as
of February 26, 2002, by CIRCUS AND ELDORADO
JOINT VENTURE, a Nevada general partnership, as debtor and trustor
(Trustor), to FIRST AMERICAN TITLE COMPANY OF NEVADA, a
Nevada corporation, as trustee (Trustee),
for the benefit of THE BANK OF NEW YORK,a
New York banking corporation (Beneficiary),
in its capacity as Indenture Trustee
for the Holders under the
Indenture, dated of even date herewith, among Trustor, Silver Legacy Capital
Corp., a Nevada corporation (Capital),
Beneficiary and the other parties signatory thereto (as the same may be amended
or modified from time to time (the Indenture))
pertaining to the 10 1/8% Mortgage Notes due 2012 issued by Trustor and Capital
pursuant to the terms of the Indenture, as beneficiary, assignee and secured
party.  W I T N E S S E T H:  THAT TRUSTOR HEREBY:  Grants,
bargains, sells, transfers, conveys and assigns the following described real
property and related collateral to Trustee, IN
TRUST, WITH POWER OF SALE, to  
   have and to hold the same
unto Trustee and its successors in interest, for the benefit of and on behalf
of Beneficiary, upon the trusts, covenants and agreements herein expressed:  DESCRIPTION OF REAL PROPERTY
COLLATERAL  All that certain real property, and the interests of Trustor therein,
situate in the County of Washoe, State of Nevada, that is more particularly
described on Part I of that certain exhibit marked Exhibit A,
affixed hereto and by this reference incorporated herein and made a part hereof
(the Land);  Together with all right, title and interest of Trustor, now owned or
hereafter acquired, in and to any land lying within the right-of-way of any
street, open or proposed, adjoining any of the Land and any and all sidewalks,
bridges, elevated walkways, tunnels, alleys, strips and gores of land adjacent
to, connecting or used in connection with any of the Land, with appurtenances
(Adjacent Interests);  Together with all buildings, structures and all other improvements and
fixtures that are or may hereafter be erected or placed on or in the Land and
all rights and interests of Trustor in and to all buildings, structures and
other improvements and fixtures that are or may hereafter be erected or placed
on or in Adjacent Interests (including, but not limited to, Trustors rights,
title and interests in and to all buildings, structures and other improvements
and fixtures that are or may hereafter be erected or placed on or in the
easement areas, and leased areas, or any of them, referred to in Part II
of Exhibit A) (collectively, the Improvements),
provided, however, Trustor and Beneficiary acknowledge that the
Skyways (as defined in the Security Agreement (as defined below)), are owned by
entities other than Trustor, and that Trustors rights, title and interests in
and to the Skyways arise from and under (i) rights of reverter for the air
rights parcels within which the Skyways are located, as provided in two Grant,
Bargain and Sale Deeds executed by Trustor, one in favor of each of the two
entities that own the Skyways, and (ii) certain Bridge Easements referred to in
Part II of Exhibit A and, while Trustors rights, title and interests arising
from and under such Grant, Bargain and Sale Deeds and such Bridge Easements are
hereby bargained, sold, transferred, conveyed and assigned to Trustee, in
trust, with power of sale, for the benefit of and on behalf of Beneficiary, the
term Improvements as used in this Deed of Trust shall not otherwise include
the Skyways;  Together with all and singular the tenements, hereditaments and
appurtenances belonging or in anyway appertaining to any of the Land, Adjacent
Interests, Improvements or Skyways (including, but not limited to, the
easements and other rights referred to in Part II of Exhibit A)
(collectively, the Appurtenances);  Together with all rents, issues, products, earnings, revenues,
payments, profits, royalties and other proceeds and income of or from any of
the foregoing or of or from any of the Leases, as hereinafter defined
(collectively, the Rents),
subject, however, in the case of Rents, to the absolute assignment given to
Beneficiary in Section 12 hereof, to which Section 12 this grant
to the Trustee is subject and subordinate;  Together with all leasehold estate, right, title and interest of
Trustor in and to all leases, subleases, licenses, concessions, franchises and
other use or occupancy agreements  2 
   (excepting, however,
agreements made by Trustor in the ordinary course of business for short-term
use by members of the public of guest rooms and public rooms, including banquet
and meeting facilities, located in the Improvements), and any amendments,
modifications, extensions or renewals thereof (collectively, Leases) covering any of the Land, Adjacent
Interests, Improvements, Skyways or Appurtenances, now or hereafter existing or
entered into, and all right, title and interest of Trustor thereunder,
including, without limitation, the right to all security deposits, advance
rentals, other deposits, and all payments of similar nature, relating thereto;  Together with all water rights and rights to the use of water now or
hereafter appurtenant to or used in connection with any of the Land, Adjacent
Interests, Improvements or Appurtenances (Water
Rights);  Together with any and all other estate, right, title, interest,
property, possession, claim or demand, in law or in equity, which Trustor now
has or may hereafter acquire in or to any of the Land, Adjacent Interests,
Improvements, Skyways, Appurtenances, Rents, Leases and Water Rights, or
pertaining or appurtenant thereto, and all reversions and remainders thereof,
and all tenements, hereditaments and appurtenances thereunto belonging or in
any wise appertaining thereto (Other Interests)
(said Land, Adjacent Interests, Improvements, Appurtenances, Rents, Leases,
Water Rights and Other Interests may be referred to herein as the Real Property); and  THAT TRUSTOR HEREBY:  Grants a security interest, pursuant to the Nevada Uniform Commercial Code 
Secured Transactions, to Beneficiary, on the terms and provisions (by this
reference incorporated herein with respect to the security interest herein
granted and the rights and obligations of the parties with respect to the
Personal Property, as hereinafter defined, but for no other purpose) set forth
in that certain Security Agreement of even date herewith by and between Trustor
and Silver Legacy Capital Corp. (Capital),
a Nevada corporation, as Grantors and Debtors, and Beneficiary, as Secured
Party (the Security Agreement),
in all of the following described personal property, and the interests of
Trustor and Capital therein, whether now owned or hereafter acquired
(collectively, the Personal Property):  DESCRIPTION OF PERSONAL
PROPERTY COLLATERAL  (a)           All
present and future chattels, furniture, furnishings, goods, equipment, fixtures
and all other tangible personal property, of whatever kind and nature, now or
hereafter used in connection with or placed or located in or on any part of the
Real Property (including, without limitation, any building or structure that is
now or that may hereafter be erected on the Real Property, and including any of
the foregoing owned by Trustor and placed or located in or on the Skyways),
including, but not limited to, machinery, materials, goods and equipment now or
hereafter used in the construction or operation of the hotel, casino,
restaurant, entertainment and shopping complex constructed and to be
constructed on the Real Property or portions thereof (the Project) (including, without limitation,
air conditioning, heating, electrical, lighting, fire fighting and fire
prevention, food and beverage service, laundry, plumbing, refrigeration,
security, sound, signaling, telephone, television, window  3 
   washing and other equipment and fixtures, of
whatever kind or nature, including generators, transformers, switching gear,
boilers, burners, furnaces, piping, sprinklers, sinks, tubs, valves,
compressors, motors, carts, dumb waiters, elevators and other lifts, floor
coverings, hardware, keys, locks, organs, pianos, planters, railings, scales,
shelving, signs, tools, machinery, molds, dies, drills, presses, planers, saws,
furniture, business fixtures, trade fixtures, electric, gas and other motor
vehicles, uniforms, vacuum cleaners, hotel furniture, furnishings and
equipment, bathroom furniture and furnishings (including towels, bathmats,
hamperettes, shower curtains and other bath linens), beds and bedding (including
mattresses, springs, pillows, bed pads, sheets, blankets, comforters, spreads
and other bed linens and furnishings), bric-a-brac, chairs, chests, vanities,
secretaries, bureaus, chiffonniers, love seats, benches, costumers, smoking
stands, sand jars, desks, dressers, hangings, paintings, pictures, frames,
sculptures, lamps, light bulbs, mirrors, night stands, ornaments, radios,
stereo equipment, sofas, statuary, tables, telephones, televisions, vases,
window coverings, foodstuffs, beverages (including beer, wine, liquor and other
alcoholic beverages), and other consumables (including soap, shampoo, cleaning
supplies and paper goods), cutlery, cooking, baking and other kitchen utensils
and apparatus (including crockery, fryers, grills, kettles, mixers, pots, pans,
pails, racks, steamers and toasters), china and other dishes, flatware,
glassware, hollowware, serving pieces, trays, table linens, washers, dryers,
irons, ironing boards and other ironing equipment, cables, outlets, plugs,
wiring and related apparatus and fixtures, card readers, cash registers, adding
machines, calculators, computers, keyboards, monitors, printers, printing
equipment, envelopes, stationary, posting machines, blank forms, typewriters,
typewriter stands, other office and accounting equipment and supplies, time
stamps, time recorders, bookkeeping machines, checking machines, payroll
machines, computer reservations systems, equipment used in the operation of
casinos on the Real Property (including but not limited to, gaming devices and
associated equipment (as defined in Nevada Revised Statutes Chapter 463),
including but not limited to, slot machines, cards, poker chips and gaming
tables) and all other goods, equipment, furnishings, apparatus and fixtures
that are now or may hereafter be located at or used at or in connection with
the Real Property, and all other tangible personal property used or to be used
at or in connection with, or placed or to be placed in, rooms, halls, lounges,
offices, lobbies, lavatories, basements, cellars, vaults or other portions of
the Project or of any other building or buildings hereafter constructed or
erected thereon, whether herein enumerated or not, and whether or not contained
in any such building, and which are used or to be used or useful in the
operation and maintenance thereof, or in any bar, casino, hotel, restaurant,
store, health spa, salon or other business conducted thereon, together with all
replacements and substitutions for any and all personal property in which
Trustor has an interest, including without limitation such goods and equipment
as shall from time to time be located, placed, installed or used in or upon, or
procured for use, or to be used or useful in connection with the operation of
the whole, or any part of, the Project and all parts thereof and all accessions
thereto;  (b)           All present and future
goods, including, without limitation, all consumer goods, inventory, equipment
(excluding, however, any Equipment (as defined in the Security Agreement)
pledged to secure indebtedness that is permitted to be incurred under the
Indenture and with respect to which a Lien (as defined in the Indenture) is
permitted pursuant to the terms of the Indenture) incurred to finance the
purchase of such Equipment, pursuant to a pledge in form, scope and substance
satisfactory to Beneficiary), and other supplies, of whatever kind or nature,
and any and all other goods, wherever located, used or to be used in connection
with or in the conduct of Trustors business;  4 
   (c)           All present and future
inventory and merchandise in all of its forms (including, but not limited to,
(i) all goods held by Trustor for sale or lease or to be furnished under
contracts of service or so leased or furnished, (ii) all raw materials, work in
process, finished goods, and materials used or consumed in the manufacture,
packing, shipping, advertising, selling, leasing, furnishing or production of
such inventory or otherwise used or consumed in Trustors business, (iii) all goods
in which Trustor has an interest in mass or a joint or other interest or right
of any kind, (iv) all goods that are returned to or repossessed by Trustor, and
(v) all packing materials, supplies and containers relating to or used in
connection with any of the foregoing, and all accessions thereto and products
thereof and all negotiable documents of title (including without limitation
warehouse receipts, dock receipts and bills of lading) issued by any person
covering any of the foregoing;  (d)           All present and future
accounts, accounts receivable, rentals, revenues, receipts, payments, and
income of any other nature whatsoever derived from or received with respect to
hotel rooms, banquet facilities, convention facilities, retail premises, bars,
restaurants, casinos and any other facilities on the Real Property and any
facilities in the Skyways leased by Trustor, agreements, contracts, leases,
contract rights, payment intangibles, rights to payment, instruments,
documents, chattel paper (whether tangible or electronic), security agreements,
guaranties, undertakings, surety bonds, insurance policies, condemnation
deposits and awards, notes and drafts, securities, certificates of deposit and
the right to receive all payments thereon or in respect thereof (whether
principal, interest, fees or otherwise), contract rights (other than rights
under contracts or governmental permits that may not be transferred by law),
including, without limitation, rights to all deposits from tenants and other
users of the Project or facilities in the Skyways leased by Trustor, rights
under all contracts relating to the construction, renovation or restoration of
any of the improvements now or hereafter located on the Real Property or the
financing thereof and all rights under payment or performance bonds,
warranties, and guaranties, and all rights to payment from any credit/charge
card organization or entity such as or similar to, and including, without
limitation, the organizations or entities that sponsor and administer,
respectively, the American Express Card, the Carte Blanche Card, the Diners
Club Card, the Discover Card, the MasterCard and the Visa Card, books of
account, and principal, interest and payments due on account of goods sold,
services rendered, loans made or credit extended, on or in connection with the
Project and all forms of obligations owing to and rights of Trustor or in which
Trustor may have any interest, however created or arising;  (e)           All present and future
general intangibles (including but not limited to all governmental permits
relating to construction or other activities on the premises), all tax refunds
of every kind and nature to which Trustor now or hereafter may become entitled,
however arising, all other refunds, and all deposits, goodwill, choses in action,
rights to payment or performance, gambling debts or gaming debts owed to
Trustor by Trustors patrons (whether or not evidenced by a note), judgments
taken on any rights or claims included in the Property (as hereinafter
defined), trade secrets, computer programs, software, customer lists, business
names, trademarks, trade names and service marks (including, but not limited
to: Silver Legacy Hotel Casino and any derivation thereof, including any and
all state and federal applications and registrations thereof), patents, patent
applications, licenses, copyrights, technology, processes, proprietary
information and insurance proceeds;  5 
   (f)            All present and future
deposit accounts of Trustor, including, without limitation, the Circus and
Eldorado Joint Venture Account maintained at the office of Beneficiary, any
demand, time, savings, passbook or like account maintained by Trustor with any
bank, savings and loan association, credit union or like organization, and all
money, cash and cash equivalents of Trustor, whether or not deposited in any
such deposit account;  (g)           All present and future
books and records, including, without limitation, books of account and ledgers
of every kind and nature, ledger cards, computer programs, tapes, disks and
other information storage devices, all related data processing software, and
all electronically recorded data relating to Trustor or its business or the
Project, all receptacles and containers for such records, and all files and
correspondence;  (h)           All present and future
investment property, stocks, bonds, debentures, securities, subscription
rights, options, warrants, puts, calls, certificates, partnership interests,
joint venture interests, investments, brokerage accounts and all rights,
preferences, privileges, dividends, distributions, redemption payments and
liquidation payments received or receivable with respect thereto;  (i)            All present and future
right, title and interest of Trustor in and to all Leases, whether or not
specifically herein described, that now or may hereafter pertain to or affect
the Real Property or any portion thereof, or the Skyways, and all amendments to
the same, including, but not limited to, the following: (i) all payments due
and to become due under such Leases, whether as rent, damages, insurance
payments, condemnation awards, or otherwise; (ii) all claims, rights, powers,
privileges and remedies under such Leases; and (iii) all rights of the Trustor
under such Leases to exercise any election or option, or to give or receive any
notice, consent, waiver or approval, or to accept any surrender of the premises
or any part thereof, together with full power and authority in the name of the
Trustor, or otherwise, to demand and receive, enforce, collect, and receipt for
any or all of the foregoing, to endorse or execute any checks or any
instruments or orders, to file any claims, and to take any other action that
Beneficiary may deem necessary or advisable in connection therewith; provided,
however, that nothing contained herein shall obligate Beneficiary to
take any such action;  (j)            All present and future
maps, plans, specifications, surveys, studies, reports, data and drawings
(including, without limitation, architectural, structural, mechanical and
engineering plans and specifications, studies, data and drawings) prepared for
or relating to the development of the Project and the Skyways or the
construction, renovation or restoration of any improvements on the Real
Property or the extraction of minerals, sand, gravel or other valuable
substances from the Real Property, together with all amendments and
modifications thereto;  (k)           All present and future
licenses, permits, variances, special permits, franchises, certificates,
rulings, certifications, validations, exemptions, filings, registrations,
authorizations, consents, approvals, waivers, orders, rights and agreements
(including options, option rights and contract rights), other than those
(including non-transferable gaming permits) that may not be transferred by law,
now or hereafter obtained by Trustor from any governmental authority having or
claiming jurisdiction over the Project, the Real Property or  6 
   any other element of the Property or the
Skyways or providing access thereto, or the operation of any business on, at,
or from the Project or the Skyways;  (l)            All present and future
accessions, appurtenances, components, repairs, repair parts, spare parts,
replacements, substitutions, additions, issue and improvements to or of or with
respect to any of the foregoing;  (m)          All other fixtures and
storage and office facilities, and all accessions thereto and products thereof
and all water stock relating to the Real Property;  (n)           All other tangible and
intangible personal property of Trustor;  (o)           All rights, remedies,
powers and privileges of Trustor with respect to any of the foregoing; and  (p)           Any and all proceeds,
products, rents, income and profits of any of the foregoing, including, without
limitation, all money, accounts, payment intangibles, general intangibles,
deposit accounts, documents, instruments, chattel paper, investment property,
goods, insurance proceeds (whether or not the Beneficiary is the loss payee),
and any other tangible or intangible property received upon the sale or
disposition of any of the foregoing (it being agreed, for purposes hereof, that
the term proceeds includes whatever is receivable or received when any of the
Property is sold, collected, exchanged or otherwise disposed of, whether such
disposition is voluntary or involuntary).  Notwithstanding
anything to the contrary contained herein, Beneficiary acknowledges that it has
no security interest in (x) any cash of Trustor described in clauses (e), (f)
and (h) above, to the extent such a security interest is prohibited by any
Gaming Laws (as defined in the Security Agreement), or (y) any deposit account
described in clause (f) above, to the extent such a security interest is not
permitted by applicable law.  (The Real Property, the Personal Property and all of the other
collateral described above may hereinafter be collectively referred to as the Property. 
The parties intend for this Deed of Trust to create a lien on and
security interest in the Property, and, as provided in Section 12
hereof, an absolute assignment of the Rents and the Leases, all in favor of
Beneficiary.  To the extent any of the
Property, Rents or Leases are not encumbered by a perfected lien or security
interest created above, and are not absolutely assigned by the assignment set
forth in Section 12, below, it is the intention of the parties that such
Property, Rents and/or Leases shall constitute proceeds, product, offspring,
rents or profits (as defined in and for the purposes of Section 552(b) of the
United States Bankruptcy Code, as such section may be modified or supplemented)
of the Land and Improvements, and/or fees, charges, accounts, or other
payments for the use or occupancy of rooms and other public facilities in . . .
lodging properties, as applicable (as such terms are defined in and for the
purpose of Section 552(b) of the United States Bankruptcy Code, as such Section
may be modified or supplemented).)  7 
   FOR THE PURPOSE OF SECURING:  First:  Payment when due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including payment of amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. §362(a)), of all obligations and liabilities of every nature of Trustor
now or hereafter existing under or arising out of or in connection with the
Indenture, or the promissory notes issued to the Holders to evidence such obligations
and liabilities, together with any and all renewals, extensions, amendments,
modifications, rearrangements, replacements, restatements, substitutions and
addendums thereof or thereto (herein referred to as the Notes), whether for principal in the amount
of One Hundred Eighty Million Dollars ($180,000,000) or such principal amount
as may be advanced and remain unpaid or for interest (including, without
limitation, interest that, but for the filing of a petition in bankruptcy with
respect to Trustor, would accrue on such obligations), fees, expenses, and
amounts owing under indemnities or otherwise, whether voluntary or involuntary,
direct or indirect, absolute or contingent, liquidated or unliquidated, whether
or not jointly owed with others, and whether or not from time to time decreased
or extinguished and later increased, created or incurred, and all or any
portion of such obligations or liabilities that are paid, to the extent all or
any part of such payment is avoided or recovered directly or indirectly from
Beneficiary or any such Lender as a preference, fraudulent transfer or
otherwise.  Second:  Payment and performance of
every obligation, covenant, promise and agreement of Trustor herein contained
(excepting, however, the obligations of Trustor under Section 5(c) hereof are
not secured hereby), or incorporated herein by reference, including any sums
paid or advanced by Beneficiary or Trustee pursuant to the terms hereof.  Third:  Payment of the expenses and
costs incurred or paid by Beneficiary in the preservation and enforcement of
the rights and remedies of Beneficiary and the duties and liabilities of
Trustor hereunder, including, but not by way of limitation, reasonable
attorneys fees, court costs, reasonable witness fees, reasonable expert
witness fees, reasonable collection costs, Trustees fees and costs of a
Trustees Sale Guarantee, and costs and expenses paid by Beneficiary in
performing for Trustors account any obligation of Trustor, provided, however,
that nothing contained herein shall obligate Beneficiary to take any such
action.  Fourth:  Payment of additional sums and
interest thereon which may hereafter be loaned to Trustor by the Lenders when
evidenced by a promissory note or notes or other agreement between Trustor and
the Lenders that recites that this Deed of Trust is security therefor.  Fifth:  Performance of every
obligation, warranty, representation, covenant, agreement and promise of
Trustor contained in the Indenture.  The foregoing are described herein as the Secured Obligations. 
All persons who may have or acquire an interest in all or any part of
the Property will be considered to have notice of, and will be bound by, the
terms of the Secured Obligations and each other agreement or instrument made or
entered into in connection with each of the Secured Obligations.  8 
   THIS DEED OF TRUST FURTHER WITNESSETH THAT, IN
CONNECTION WITH AND IN FURTHERANCE OF THE FOREGOING GRANTS, AND THE
ENCUMBRANCES, LIENS AND SECURITY INTERESTS CREATED THEREBY, TRUSTOR COVENANTS
AND AGREES AS FOLLOWS:  1.             Certain
Representations and Warranties of Trustor. 
Trustor represents, warrants and covenants that, except as set forth in
the Indenture or as previously disclosed to Beneficiary in a writing making
reference to this Section 1:  (a)           Trustor
lawfully possesses and holds fee simple title to all of the Land and
Improvements;  (b)           Trustor
has or will have good title to all Property other than the Land and
Improvements;  (c)           Trustor
has the full and unlimited partnership power, right and authority to encumber
the Property and assign the Rents;  (d)           This
Deed of Trust creates a deed of trust lien on the Property, subject only to the
Permitted Liens (as defined in the Indenture);  (e)           The
Property includes all property and rights which may be reasonably necessary to
promote the present and any reasonable future beneficial use and enjoyment of
the Land, the Improvements and the Project;  (f)            Trustor
owns (or, with respect to any Personal Property acquired by Trustor after the
date hereof, will own) the Personal Property free and clear of any Lien other
than Permitted Liens and there is no financing statement affecting the Personal
Property on file in any public office other than those filed to perfect the
security interests herein granted and relating to the New Credit Facility (as
defined in the Indenture); and  (g)           Trustors
place of business, or its chief executive office if it has more than one place
of business, is located at 407 North Virginia Street, Reno, Nevada 89501.  2.             Payment
of Obligations.  Trustor shall pay when due the principal of
and interest on the indebtedness the Notes; all charges, fees and other sums
evidenced by the Notes, the Indenture, the Collateral Documents (as defined in
the Indenture) and any other document or agreement executed in connection
therewith (collectively, the Transaction
Documents); the principal of and interest on any future advances
secured by this Deed of Trust; and the principal of and interest on any other
indebtedness secured by this Deed of Trust.  3.             Compliance
with Laws.  Trustor shall not commit, suffer or permit
any act to be done, or condition to exist, on, or with respect to, the Property
which violates or is prohibited by any law, statute, code, act, ordinance,
order, judgment, decree, injunction, rule, regulation, permit, license,
authorization or direction of any government or subdivision  9 
   thereof, whether it be federal, state, county
or municipal (collectively, Legal
Requirements), which is applicable to the Property, or any part
thereof, now or at any time hereafter, if such violation or prohibited act or
condition could reasonably be expected to have or cause a Material Adverse
Effect (as defined in the Security Agreement).  4.             Maintenance
of Property.  Trustor agrees:  (a) properly to care for and keep said Property in good condition
and repair, ordinary wear and tear excepted; (b) not to remove, demolish or
substantially alter any building on the Real Property, or permit the removal,
demolition or substantial alteration of the Skyways (except as may otherwise be
permitted in the Bridge Easements referred to in Part II of Exhibit A),
except upon the prior written consent of Beneficiary; (c) to complete promptly
and in a good and workmanlike manner any building or other improvement which
may be constructed thereon, to restore promptly in like manner any portion of
the Improvements (and to cause the prompt restoration of the Skyways) which may
be damaged or destroyed from any cause whatsoever (provided that if, pursuant
to Section 7(c) below, Beneficiary is to apply insurance proceeds to the
restoration of the Property but fails to do so, such failure shall excuse
Trustors obligation under this clause (c) but only to the extent of the
insurance proceeds withheld by Beneficiary) and to pay when due all claims for
labor performed and materials furnished therefor (subject to Trustors right to
contest the validity or amount of such lien in accordance with Section 9
below); (d) to comply (or, with respect to the Skyways, cause the compliance)
with all Legal Requirements and covenants, conditions and restrictions
(including any which require alteration or improvement thereof) now or
hereafter affecting the Property or any part thereof or the Skyways if such
noncompliance could reasonably be expected to have or cause a Material Adverse
Effect, and with all requirements of insurance companies insuring the Property
or any portion thereof or the Skyways and of any bureau or agency which
establishes standards of insurability; (e) not to commit or permit any waste or
deterioration of the Property or the Skyways; (f) to keep and maintain abutting
grounds, sidewalks, roads, parking and landscaped areas in good and neat order
and repair; (g) not to apply for, willingly suffer or permit any change in
zoning, subdivision, or land use regulations affecting the Property or the
Skyways without the prior written consent of Beneficiary, other than any such
change that is beneficial to the Property (with the beneficial nature of any
such change to be determined according to the provisions of the Indenture); (h)
not to drill or extract or enter into any lease for the drilling for or
extraction of oil, gas or other hydrocarbon substances or any mineral of any
kind or character on or from the Property or any part thereof without the prior
written consent of Beneficiary; and (i) to do (or, with respect to the Skyways,
to cause to be done) all other acts, in a timely and proper manner, which, from
the character or use of the Property or the Skyways, may be reasonably
necessary to maintain and preserve its value, the specific enumerations herein
not excluding the general.  With respect
to any matter in this Section 4 requiring Beneficiarys prior consent, Trustor
shall submit to Beneficiary a written request for such consent (together with
such information and documentation as appropriate to enable Beneficiary to make
an informed decision regarding such request), and Beneficiary will have thirty
(30) days after receipt thereof in which to review and respond to such
request.  If Beneficiary fails to
respond to Trustors request within said thirty (30) day period, Trustor may
resubmit its request in writing, stating that Beneficiary failed to respond to
the initial request within said thirty (30) day period and, if Beneficiary
thereafter fails to respond to such request within five (5) days, Beneficiary
shall be deemed to have consented thereto.  10 
   5.             Environmental
Obligations.  (a)           Trustor shall exercise
due diligence in order to comply with any and all Environmental Laws (as
hereinafter defined) regarding the presence or removal of Hazardous Material on
or in the Property, shall pay immediately, when due, the costs of removal from
the Property and disposal of any Hazardous Material which is required to be
removed pursuant to any Environmental Laws and shall keep the Property free of
any lien which may arise pursuant to any such Environmental Laws.  Trustor shall not, and shall use its best
efforts to not permit any person or entity to, release, discharge, or dispose
of any Hazardous Material on the Real Property except in compliance with all
Environmental Laws and, if the same shall exist, Trustor shall immediately
remove or cause to be removed from the Real Property such Hazardous Material to
the extent required to be removed pursuant to any Environmental Laws.  (b)           As used herein, the
term Hazardous Material shall
means:  (i) any chemical, material or
substance at any time defined as or included in the definition of hazardous
substances, hazardous materials, hazardous wastes, extremely hazardous
waste, restricted hazardous waste, infectious waste, toxic substances or
any other formulations intended to define, list or classify substances by
reason of deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, TCLP toxicity or EP
toxicity or words of similar import under any applicable Environmental Law or
publication promulgated pursuant thereto; (ii) any oil, petroleum, petroleum
fraction or petroleum derived substance; (iii) any drilling fluid, produced
water or other waste associated with the exploration, development or production
of crude oil, natural gas or geothermal resources; (iv) any flammable substance
or explosive; (v) any radioactive material; (vi) asbestos in any form; (vii)
urea formaldehyde foam insulation; (viii) electrical equipment which contains
any oil or dielectric fluid containing poly-chlorinated biphenyls; (ix) any
pesticide; (x) all hazardous substances defined in NRS 40.504 (NRS means Nevada Revised Statutes), and
(xi) any other chemical, material or substance exposure to which is prohibited,
limited or regulated by any Federal, state, local or other governmental
authority or which may or could pose a hazard to human health or safety or the
environment if released into the workplace or the environment; the term Environmental Law means any statute,
ordinance, order, rule, regulation, plan, policy, decree, permit, guidance
document, or other requirement of any Federal, state, local or other
governmental authority relating to: (aa) environmental matters, including,
without limitation, those relating to fines, injunctions, penalties, damages,
contribution, cost recovery compensation, losses or injuries resulting from the
Release or threatened Release of Hazardous Material, (bb) the presence,
generation, use, storage, transportation or disposal of Hazardous Material, or
(cc) occupational safety and health, industrial hygiene, land use or the
protection of human, plant or animal health or welfare, in any manner
applicable to any of the Property, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
§ 9601 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. § 1801 et
seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control
Act (33 U.S.C. § 1251 et seq.),
the Clean Air Act (42 U.S.C. § 7401 et seq.),
the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Occupational Safety and
Health Act (29 U.S.C. §651 et seq.)
and the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), each as amended and
supplemented, and any analogous future or present local, state and federal
statutes, ordinances and other laws, and  11 
   rules and regulations promulgated pursuant
thereto, each as in effect as of the date of determination; and the term Release means any release, spill,
emission, leaking, pumping, pouring, injection, escaping, deposit, disposal,
dispersal, dumping, leaching or migration of Hazardous Material into the indoor
or outdoor environment (including, without limitation, the abandonment or
disposal of any barrels, containers or other closed receptacles containing any
Hazardous Material), or into or out of any of the Property, including the
movement of any Hazardous Material through the air, soil, surface, water,
groundwater or property.  (c)           Trustor hereby agrees
to indemnify, hold harmless and defend (by counsel of Beneficiarys choice)
Beneficiary, its directors, officers, employees, agents, successors and assigns
from and against any and all claims, losses, damages, demands, liabilities,
fines, penalties, assessments, charges, administrative and judicial proceedings
and orders, judgments, remedial action requirements, enforcement actions of any
kind, and all costs and expenses incurred in connection therewith (including
but not limited to reasonable attorneys and consultants fees and expenses),
arising directly or indirectly, in whole or in part, out of (i) the presence on
or under the Property (including, but not limited to, the surrounding streets
and sidewalks) of any Hazardous Material (including, without limitation, the
existence in the aquifer underlying the Property and other portions of Reno,
Nevada, or in soils affecting that aquifer, of PCE (tetrachloroethylene) and
hydrocarbons, or either of them on or prior to the Transfer Date (as such
term is defined in the Environmental Indemnity described in Section 45
below), or any Release of any Hazardous Material on, under or from the Property
on or prior to the Transfer Date, or (b) any activity carried on or undertaken
on or off the Property on or prior to the Transfer Date, whether by Trustor or
any employees, agents, contractors or subcontractors of Trustor or any third
persons occupying or present on the Property, in connection with the use,
holding, handling, treatment, removal, storage, decontamination, cleanup,
transport, Release, generation, processing or abatement of any Hazardous
Material located or present in, on or under the Property (including, but not
limited to, the surrounding streets and sidewalks).  The foregoing indemnity shall further apply to any residual
contamination in, on or under the Property (including, but not limited to, the
surrounding streets and sidewalks), or affecting any natural resources, and to
any contamination of any property or natural resources arising in connection
with the generation, use, holding, handling, treatment, removal,
decontamination, cleanup, storage, transport, Release, processing or abatement
of any such Hazardous Material on or prior to the Transfer Date, and
irrespective of whether any of such activities are undertaken in accordance
with applicable Environmental Laws, but shall not include, with respect to any particular
indemnitee and loss, that portion, if any, of that loss which was caused by the
gross negligence or wilful misconduct of that indemnitee.  Trustor hereby acknowledges and agrees that,
notwithstanding any other provision of this Deed of Trust to the contrary, the
obligations of Trustor under this Section 5(c) shall be unlimited personal
obligations of Trustor, shall not be secured by this Deed of Trust and shall
survive any foreclosure under this Deed of Trust, any transfer in lieu thereof,
and any satisfaction of the Secured Obligations.  6.             Insurance.  (a)           Types
and Amounts Required.  During the continuance of this Trust,
Trustor shall at all times provide, maintain and keep in force, at no expense
to Trustee or Beneficiary, for the benefit of Trustor and Beneficiary, as their
respective interests may appear, the following policies of insurance:  12 
   (i)Property
insurance protecting the property against losses or damages as is customarily
covered by so-called all-risk policy or a property policy covering special
causes of loss and losses resulting from earthquakes or floods for a business
of similar type and size; provided, however,
that such insurance shall provide coverage of not less than the least of (a)
130% of the sum of (x) the outstanding principal amount of the Notes plus
accrued and unpaid interest thereon, and (y) the aggregate commitments under
the New Credit Facility, (b) 100% of actual replacement value (as determined at
each policy renewal based on the F.W. Dodge Building Index or some other
recognized means) of any improvements customarily insured consistent with
industry standards and (c) in the case of earthquake or flood insurance, such
coverage as is available on commercially reasonable terms and, in any event, is
consistent with coverage obtained by businesses of a similar type and size and,
in each case, with a deductible no greater than 3% of the insured value of the
Hotel/Casino Property (as defined in the Indenture) or such greater amount as
is available on commercially reasonable terms;  (ii)           Commercial
general liability insurance with minimum limits of $1.0 million per occurrence;  (iii)         Workers
compensation insurance to the extent required to comply with all applicable state,
territorial or United States laws and regulations, or the laws and regulations
of any other applicable jurisdiction;  (iv)          Umbrella
or excess liability insurance providing excess liability coverages over and
above the foregoing underlying insurance policies up to a minimum limit of
$50.0 million; and  (v)            Such
other insurance and in such amounts, and such additional amounts of the
foregoing insurance, as may reasonably be required by Beneficiary, from time to
time, due consideration being given to standard practices in the industry and
to the risks involved in Trustors business, operations or interest.  All insurance required by this covenant (except workers compensation)
shall name the Trustor and the Beneficiary as additional insureds loss payees, as
the case may be, with losses in excess of $1.0 million payable jointly to the
Trustor and the Beneficiary (unless a Default or Event of Default (as defined
in the Indenture) has occurred and is then continuing, in which case all losses
are payable solely to the Beneficiary), with no recourse against the
Beneficiary for the payment of premiums, deductibles, commissions or club
calls.  All such insurance policies
shall be issued by carriers having an A.M. Best & Company, Inc. rating of A
or higher and a financial size category of not less than X, or if such carrier
is not rated by A.M. Best & Company, Inc., having the financial stability
and size deemed appropriate by an opinion from a reputable insurance
broker.  Trustor shall deliver to the
Beneficiary on each anniversary of the date hereof a certificate of an
insurance agent describing the insurance policies obtained by the Trustor,
together with an officers certificate stating that such policies comply with
this Section 6.  (b)           Uniform
Policy Requirements.  All policies of insurance required by the
terms of this Deed of Trust:  13 
   (i)            shall
contain an endorsement or agreement by the insurer that any loss shall be
payable in accordance with the terms of such policy notwithstanding any act,
failure to act, negligence or breach of representation or warranty of Trustor,
or of any party holding under Trustor, which might otherwise result in
forfeiture of said insurance;  (ii)           shall
contain a waiver by the insurer of all rights of setoff, counterclaim and
deduction against Trustor;  (iii)         shall
contain a waiver of subrogation by the insurer in favor of Beneficiary and a
clause providing that the policy is primary and that any other insurance of
Beneficiary with respect to the matters covered by such policy shall be excess
and non-contributing;  (iv)          shall,
in the case of policies affording liability insurance coverage, name
Beneficiary (and Beneficiarys officers, directors, employees, agents and
representatives) as additional insured by an endorsement satisfactory to
Beneficiary and contain cross-liability and severability of interest clauses
satisfactory to Beneficiary, and, in the case of other policies, shall name
Beneficiary as a loss payee and have attached thereto a lenders loss payable
endorsement, for the benefit of Beneficiary, in form satisfactory to
Beneficiary (Form 438 BFU, unless otherwise specified by Beneficiary); and  (v)            shall
contain a provision that, notwithstanding any contrary agreement between
Trustor and insurance company, such policies will not be canceled, fail to be
renewed or materially amended (which term shall include any reduction in the
type, scope or limits of coverage) without at least thirty (30) days prior
written notice to Beneficiary.  (c)           Blanket and Umbrella Policies.  If Beneficiary consents, Trustor may provide
any of the required insurance through an umbrella policy or policies or through
blanket policies carried by Trustor and covering more than one location, or by
policies procured by a tenant or other party holding under Trustor; provided,
however, that the amount of the total insurance allocated to the Real Property
and available with respect to occurrences required to be insured against shall
be such as to furnish protection the equivalent of separate policies in the
amounts herein required, and provided further, that, in all other respects, any
such policy or policies shall comply with all of the other provisions of this
Deed of Trust.  (d)           Procurement by Beneficiary.  If Trustor fails to provide, maintain, keep
in force or deliver to Beneficiary the policies of insurance required by this
Deed of Trust, Beneficiary may (but shall have no obligation to) procure such
insurance, or single interest insurance for such risks covering Beneficiarys
interests, and Trustor will pay all premiums therefor promptly upon demand by
Beneficiary; and until such payment is made by Trustor, the amount of all such
premiums, together with interest thereon at an annual rate equal to the rate borne
by the Notes (the Agreed Rate),
shall be secured by this Deed of Trust.  (d)           Reserve Fund.  Upon request by Beneficiary following an Event of Default (as
defined in Section 22 hereof) relating to the payment of money, or following
and  14 
   during the continuance of any other Event of
Default, Trustor shall pay to Beneficiary an initial cash reserve in an amount
adequate to pay all insurance premiums due within the next succeeding twelve
calendar months on all policies of insurance required by this Deed of Trust,
and shall thereafter deposit with Beneficiary each month, commencing with the
first month after such request by Beneficiary and continuing until all sums
secured hereby are paid in full or Beneficiary notifies Trustor to cease making
such deposits, an amount equal to one-twelfth of the aggregate annual insurance
premiums on all policies of insurance required by this Deed of Trust, as
reasonably estimated by Beneficiary.  In
such event Trustor further agrees to cause all bills, statements or other
documents relating to the foregoing insurance premiums to be sent or mailed
directly to Beneficiary.  Upon receipt
of such bills, statements or other documents evidencing that a premium for a
required policy is then payable, and providing Trustor has deposited sufficient
funds with Beneficiary pursuant to this Section, Beneficiary shall pay such
amounts as may be due thereunder out of the funds so deposited with
Beneficiary.  If at any time and for any
reason the funds deposited with Beneficiary are or will be insufficient to pay
such amounts as may be then or subsequently due, Beneficiary may notify Trustor
and Trustor shall immediately deposit an amount equal to such deficiency with
Beneficiary.  Notwithstanding the
foregoing, nothing contained herein shall cause Beneficiary to be deemed a
trustee of said funds or to be obligated to pay any amounts in excess of the
amount of funds deposited with Beneficiary pursuant to this Section, nor shall
anything contained herein modify the obligation of Trustor to maintain and keep
in force at all times such insurance as is required by this Deed of Trust.
Beneficiary may commingle said reserve with its own funds and Trustor shall be
entitled to no interest thereon.  (e)           Replacement Cost.  Whenever Beneficiary requires insurance with full replacement
cost protection, such full replacement cost shall be determined annually
(except in the event of substantial changes, alterations or additions to the Improvements
or in the event of new construction undertaken by the Trustor, in which event
such full replacement cost shall be determined from time to time as required to
assure full replacement cost coverage). 
Such determination of full replacement cost shall be made by written
agreement of the insurance carrier and Trustor, subject to the reasonable
approval of Beneficiary.  If they cannot
agree or the value shall not be approved by Beneficiary within thirty (30) days
after such request, such full replacement cost shall be determined by an
appraiser, architect or contractor who shall be reasonably acceptable to
Beneficiary.  No omission on the part of
Beneficiary to request any such determination shall relieve Trustor of its
obligations hereunder, and any such determination to the contrary
notwithstanding, Beneficiary may require Trustor to obtain additional insurance
as provided in this Section.  (f)            Separate Insurance.  Trustor shall not take out separate
insurance concurrent in form or contributing in the event of loss with that
required by this Section to be furnished by Trustor unless Beneficiary is a
named insured therein, with loss payable as provided herein.  Trustor shall immediately notify Beneficiary
of the taking out of any such separate insurance and shall cause the original
policies in respect thereof or certificates therefor to be delivered to
Beneficiary.  (g)           Compliance with Insurance Requirements.  Trustor shall observe and comply with the
requirements of all policies of insurance required to be maintained in accordance
with this Deed of Trust and shall cause the requirements of the companies
writing such policies to be so performed and satisfied that at all times
companies of good standing  15 
   satisfactory to Beneficiary shall be willing
to write and to continue such insurance. 
Notwithstanding any approval, disapproval, acceptance or acquiescence by
Beneficiary with respect to such insurance, or Beneficiarys obtaining or
failure to obtain any insurance, Beneficiary shall incur no liability as to the
form or legal sufficiency of insurance contracts, the solvency of any insurer
or the payment of any loss, and Trustor hereby expressly assumes full
responsibility therefor.  (h)           Assignment of Policies upon Foreclosure.  In the event of foreclosure of this Deed of
Trust or other transfer of title or assignment of any of the Property in
extinguishment, in whole or in part, of the debt secured hereby, all right,
title and interest of Trustor in and to all policies of insurance required by
this Section with respect to such Property and any unearned premiums paid
thereon shall, without further act, be assigned to and shall inure to the
benefit of and pass to the successor in interest to Trustor or the purchaser or
grantee of the Property, and Trustor hereby appoints Beneficiary its lawful
attorney-in-fact to execute an assignment thereof and any other document
necessary to effect such transfer.  (i)            Waiver of Subrogation.  Trustor waives any and all right to claim or
recover against Beneficiary, its directors, officers, employees, agents and
representatives, for loss of or damage to Trustor, the Property, any other
property of Trustor, or  any property of
others under Trustors control, from any cause insured against or required to
be insured against by the provisions of this Deed of Trust.  (j)            Requirements Supplemental.The requirements of this Deed of Trust with respect to
insurance and maintenance of the Property shall be supplemental to and not
exclusive of the requirements of the Indenture and the Security Agreement
relating thereto.  7.             Casualties;
Insurance Proceeds.  (a)           Notice of Casualties.  Trustor shall give prompt written notice
thereof to Beneficiary after the happening of any material casualty to or in
connection with the Property or any part thereof, whether or not such casualty
is covered by insurance.  (b)           Payment of Proceeds.  Prior to any Default or Event of Default,
proceeds of insurance in an amount not greater than $1,000,000 payable in
connection with any casualty affecting all or any portion of the Property shall
be payable to Trustor.  Proceeds in any
greater amount and, after a Default or Event of Default, all proceeds, payable
in connection with any casualty affecting all or any portion of the Property
shall be payable to Beneficiary. 
Trustor hereby authorizes and directs any affected insurance company to
make payment of such proceeds directly to Beneficiary.  If Trustor receives any proceeds of
insurance resulting from a casualty which, pursuant to this Deed of Trust, are
to be paid to Beneficiary, Trustor shall promptly pay over such proceeds to
Beneficiary.  Trustor shall not settle,
adjust or compromise any claims for loss, damage or destruction of the Property
or any part thereof under any policy or policies of insurance in connection
with a loss in an amount of $1,000,000 or more without the prior written
consent of Beneficiary to such settlement, adjustment or compromise; and, after
an Event of Default hereunder, Beneficiary shall have the sole and exclusive
right, and Trustor hereby authorizes and empowers Beneficiary, to settle,
adjust or compromise any such claims.  16 
   (c)           Use in Restoration.  In the event of any damage to or destruction
of the Property, and provided that (i) at the time of such damage or
destruction or thereafter, an Event of Default does not exist hereunder, and
(ii) application of insurance proceeds to restoration of the Property will not,
in Beneficiarys judgment exercised according to the Indenture, materially
impair Beneficiarys security for the obligations secured hereby, insurance
proceeds payable in connection with such damage or destruction shall be
applied, first, toward reimbursement of all of Beneficiarys reasonable costs
and expenses of recovering the proceeds, including reasonable attorneys fees;
then, to payment of all sums advanced by Beneficiary to protect the Property or
the security of the Secured Obligations; then, to payment of installments of
principal and interest then due and payable under the Notes; then, to
restoration of the Property, upon conditions and provisions then customarily
used for disbursements of a construction loan (including, without limitation:
delivery to Beneficiary by Trustor of detailed plans and specifications
providing for restoration in accordance with all applicable Legal Requirements
of all governmental authorities having jurisdiction over the Project, together
with a detailed estimate of the cost of the work and schedule therefor and a
construction contract satisfactory to Beneficiary, with a contractor
satisfactory to Beneficiary, for performance of the work within the budgeted
amount, and within the scheduled time for completion; proof that the insurance
required hereby is in force; proof that an amount equal to the sum which
Beneficiary is requested to disburse has theretofore been paid by Trustor, or
is then due and payable, for materials theretofore installed or work
theretofore performed upon the Property and properly includable in the cost of
repair, reconstruction or restoration thereof; proof that, after repair or
reconstruction, the Property will be at least as valuable as it was immediately
before the damage or condemnation occurred; and proof that the insurance proceeds
available for repair or restoration are sufficient, in Beneficiarys
determination, to pay for the total cost of repair or reconstruction, including
all associated development costs and interest projected to be payable on the
Secured Obligations until the repair or reconstruction is complete, or Trustor
must provide its own funds in an amount equal to the difference between the
proceeds available for repair or restoration and a reasonable estimate, made by
Trustor and found acceptable by Beneficiary, of the total cost of repair or
reconstruction); and, upon completion of the work of restoration and payment of
the cost thereof, any balance of such proceeds shall be applied to the
indebtedness secured hereby, in such order as Beneficiary, in its sole discretion,
shall determine according to the Indenture; and, if any then remains, it shall
be paid over to Trustor.  (d)           Application by Beneficiary.  If (i) at the time of such damage or
destruction or thereafter, an Event of Default exists hereunder, or (ii) application
of insurance proceeds to restoration will, in Beneficiarys judgment exercised
according to the Indenture, materially impair Beneficiarys security for the
obligations secured hereby, Beneficiary, acting according to the Indenture,
shall decide whether (1) to apply all or any portion of such proceeds to any
indebtedness or other obligation secured hereby and in such order as
Beneficiary may determine, notwithstanding that said indebtedness or the
performance of said obligation may not be due according to the terms thereof,
or (2) to apply all or any portion of such proceeds to the restoration of the
Property, according to the provisions of the Indenture, or (3) to deliver all
or any portion such proceeds to Trustor, subject to such conditions as Beneficiary
may determine.  17 
   (e)           Duty to Restore.  Nothing in this Deed of Trust shall be deemed to excuse Trustor
from restoring, repairing and maintaining the Property, as herein provided
(other than Beneficiarys failure to apply insurance proceeds to the
restoration of the Property as and to the extent required by Section 7(c)
above, which failure shall excuse Trustor only to the extent of the insurance
proceeds so withheld by Beneficiary), regardless of whether or not insurance
proceeds are available for restoration, whether or not any such proceeds are
sufficient in amount, or whether or not the Property can be restored to the
same condition and character as existed prior to such damage or destruction.  8.             Taxes
and Impositions.  (a)           Payment by Trustor.Subject to the provisions of Section 8(d) below, Trustor
shall pay, or cause to be paid, at least ten (10) days prior to delinquency,
all real property taxes and assessments, general and special, and all other
taxes and assessments of any kind or nature whatsoever, including, without
limitation, non-governmental levies or assessments such as maintenance charges,
owner association dues or charges or fees, levies or charges resulting from
covenants, conditions or restrictions affecting the Property or the Skyways,
which are assessed or imposed upon the Property or the Skyways, or become due
and payable, and which create, may create or appear to create a lien upon the
Property, or any part thereof, or the Skyways, or upon any personal property,
equipment or other facility used in the operation or maintenance thereof (all
of which taxes, assessments and charges, together with any and all other taxes,
and charges of a similar kind or nature are collectively referred to
hereinafter as Impositions);
provided, however, that if, by law, any such Imposition is payable, or may at
the option of the taxpayer be paid, in installments, Trustor may pay the same
or cause it to be paid, together with any accrued interest on the unpaid
balance of such Imposition, in installments as the same become due and before
any fine, penalty, interest or cost may be added thereto for the nonpayment of
any such installment and interest.  (b)           New Impositions.If at any time after the date hereof there shall be assessed
or imposed (i) a tax or assessment on the Property in lieu of or in addition to
the Impositions payable by Trustor pursuant to Subsection (a) of this Section,
or (ii) a license fee, tax or assessment imposed on Beneficiary and measured by
or based in whole or in part upon the amount of the Notes or other obligations
secured hereby, then all such taxes, assessments or fees shall be deemed to be
included within the term Impositions
as defined in Subsection (a) of this Section, and Trustor shall pay and
discharge the same as herein provided with respect to the payment of
Impositions, if Trustor is permitted by law to pay the same.  If Trustor is prohibited by law from paying
such Impositions, then, at the option of Beneficiary, all obligations secured
hereby, together with all accrued interest thereon, shall immediately become
due and payable.  Anything to the
contrary herein notwithstanding, Trustor shall have no obligation to pay any
franchise, estate, inheritance, income, excess profits or similar tax levied on
Beneficiary or on the obligations secured hereby.  (c)           Proof of Payment.Subject to the provisions of Subsection (d) of this Section,
Trustor shall deliver to Beneficiary, within seven (7) days after the date upon
which any Imposition is due and payable by Trustor in accordance with this Deed
of Trust, official receipts of the appropriate taxing authority, or other proof
satisfactory to Beneficiary, evidencing the payment thereof.  18 
   (d)           Contest of Assessments.Trustor shall have the right before any delinquency
occurs to contest or object to the amount or validity or amount of any such
Imposition by appropriate legal proceedings, but this shall not be deemed or
construed in any way as relieving, modifying or extending Trustors covenant to
pay any such Imposition at the time and in the manner provided in this Section
unless Trustor has given prior written notice to Beneficiary of Trustors
intent so to contest or object to an Imposition, and unless, at Beneficiarys
sole option, (i) Trustor shall demonstrate to Beneficiarys satisfaction that
the legal proceedings shall conclusively operate to prevent the sale of the
Property, or any part thereof, to satisfy such Imposition prior to final
determination of such proceedings; or (ii) Trustor shall furnish a good and
sufficient bond or surety as requested by and satisfactory to Beneficiary; or
(iii) Trustor shall demonstrate to Beneficiarys satisfaction that Trustor has
provided a good and sufficient undertaking as required or permitted by law to
accomplish a stay of any such sale.  (e)           Reserve Fund.Upon
request by Beneficiary following an Event of Default relating to the payment of
money, or following and during the continuance of any other Event of Default,
Trustor shall pay to Beneficiary an initial cash reserve in an amount adequate
to pay all Impositions for the ensuing tax fiscal year, and shall thereafter
deposit with Beneficiary each month, commencing with the first month after such
request by Beneficiary and continuing until all sums secured hereby are paid in
full or Beneficiary gives notice to Trustor to cease making such deposits, an
amount equal to one-twelfth of the sum of the annual Impositions.  In such event, Trustor further agrees to
cause all bills, statements or other documents relating to Impositions to be
sent or mailed directly to Beneficiary. 
Upon receipt of such bills, statements or other documents evidencing that
Impositions are then payable, and providing Trustor has deposited sufficient
funds with Beneficiary pursuant to this Section, Beneficiary shall pay such
amounts as may be due thereunder out of the funds so deposited with
Beneficiary.  If at any time and for any
reason the funds deposited with Beneficiary are or will be insufficient to pay
such amounts as may then or subsequently be due, Beneficiary may notify Trustor
and upon such notice Trustor shall immediately deposit an amount equal to such
deficiency with Beneficiary. 
Notwithstanding the foregoing, nothing contained herein shall cause
Beneficiary to be deemed a trustee of said funds or to be obligated to pay any
amounts in excess of the amount of funds deposited with Beneficiary pursuant to
this Section, nor shall anything contained herein modify the obligation of
Trustor to pay, or cause to be paid, all Impositions.  Beneficiary may commingle said reserve with its own funds and
Trustor shall be entitled to no interest thereon.  Beneficiary will impound or reserve for future payment of Impositions
such excess portion of such payments if the payments are above what is needed
for payment of the Impositions, applying the balance upon any indebtedness or
obligation secured hereby in such order as Beneficiary may determine,
notwithstanding that said indebtedness or the performance of said obligation
may not yet be due according to the terms thereof.  Should Trustor fail to deposit with Beneficiary (exclusive of
that portion of said payments which has been applied by Beneficiary upon any
indebtedness or obligation secured hereby) sums sufficient to fully pay such
Impositions at least thirty (30) days before delinquency thereof, Beneficiary
may, at Beneficiarys election, but without any obligation so to do, advance
any amounts required to make up the deficiency, which advances, if any,
together with interest thereon at an annual rate equal to the Agreed Rate,
shall be secured hereby and shall be repayable to Beneficiary upon demand; or,
at the option of Beneficiary, Beneficiary may, without making any advance
whatever, apply any sums held by it upon any indebtedness or obligation secured
hereby, in such order as  19 
    Beneficiary may determine, notwithstanding
that said indebtedness or the performance of said obligation may not yet be due
according to the terms thereof.  (f)            Joint Assessment.Trustor shall not initiate, and, to the maximum extent
permitted by law, shall not suffer or permit the joint assessment of any real
and personal property which may constitute all or a portion of the Property or
any other procedure whereby the lien of real property taxes and the lien of
personal property taxes shall be assessed, levied or charged to the Property as
a single lien.  (g)           Tax Service.Trustor
shall cause to be furnished to Beneficiary a tax reporting service, covering
the Property, of the type and duration, and with a company, satisfactory to
Beneficiary.  9.             Liens.Trustor shall pay and promptly discharge, at Trustors cost and
expense, all liens, encumbrances and charges upon the Property, or any part
thereof or interest therein; provided that Trustor shall have the right to
contest in good faith the validity or amount of any such lien, encumbrance or
charge in accordance with the provisions hereof or of the Indenture, and
provided further that Trustor will not be required to pay or discharge
Permitted Liens.  If Trustor shall fail
to remove and discharge any such lien, encumbrance or charge when due (or, if
being contested in accordance with the Indenture, promptly upon final
determination of such contest proceedings), then, in addition to any other
right or remedy of Beneficiary, Beneficiary may, but shall not be obligated to,
discharge the same, either by paying the amount claimed to be due, or by procuring
the discharge of such lien, encumbrance or charge by depositing in a court a
bond or the amount claimed or otherwise giving security for such claim, or by
procuring such discharge in such manner as is or may be prescribed by law.  Trustor shall, immediately upon demand
therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and
expenses incurred by Beneficiary in connection with the exercise by Beneficiary
of the foregoing right to discharge any such lien, encumbrance or charge, together
with interest thereon from the date of such expenditure at an annual rate equal
to the Agreed Rate.  10.          Easements
and Leaseholds.  If a leasehold estate or an easement or
other incorporeal right constitutes a portion of the Real Property, Trustor agrees
not to amend, change or modify (other than any such amendment, change or
modification that is beneficial to the Real Property) or terminate such
leasehold estate, easement or other right or interest, or any right thereto or
interest therein, without the prior written consent of Beneficiary.  Consent to one amendment, change, agreement
or modification shall not be deemed to be a waiver of the right to require
consent to other, future or successive amendments, changes, agreements or
modifications.  Trustor shall submit to
Beneficiary any such request for consent in writing (which request shall
include such information and documentation as appropriate to enable Beneficiary
to make an informed decision regarding such request), and Beneficiary will have
thirty (30) days after receipt thereof in which to review and respond to such
request.  If Beneficiary fails to
respond to Trustors request within said thirty (30) day period, Trustor may
resubmit its request in writing, stating that Beneficiary failed to respond to
the initial request within said thirty (30) day period and, if Beneficiary
thereafter fails to respond to such request within five (5) days, Beneficiary
shall be deemed to have consented thereto. 
Trustor agrees to perform all obligations and agreements with respect to
said leasehold, easement or other right or interest and shall not take any
action or omit to take any action which would  20 
   effect or permit the termination
thereof.  Trustor agrees to promptly
notify Beneficiary in writing with respect to any default or alleged default by
any party thereto and to deliver to Beneficiary copies of all notices, demands,
complaints or other communications received or given by Trustor with respect to
any such default or alleged default. 
Beneficiary shall have the option, but not the obligation, to cure any
such default and to perform any or all of Trustors obligations thereunder or
with respect thereto. All sums expended by Beneficiary in curing any such default
shall be secured hereby and shall be immediately due and payable without demand
or notice and shall bear interest from date of expenditure at an annual rate
equal to the Agreed Rate.  11.          Further
Acts.Trustor shall do and perform all acts necessary
to keep valid and effective the charges and lien hereof, to carry into effect
its object and purposes, to protect the lawful owners of the Notes and other
obligations secured hereby; shall execute and deliver to Beneficiary at any
time, upon request of Beneficiary, all other and further instruments in writing
necessary to vest in and secure to Trustee each and every part of the Real
Property and to Beneficiary the Rents therefrom and rights and interest of
Beneficiary therein or with respect thereto; and, upon request by the
Beneficiary, shall supply evidence of fulfillment of each of the covenants
herein contained concerning which a request for such evidence has been made.  12.          Assignment
of Rents.  (a)           Assignment to Beneficiary; Trustors Limited License
to Collect Prior to Default.Notwithstanding
any language contained herein, or in any other document, to the contrary,
Trustor hereby irrevocably and absolutely assigns and transfers to Beneficiary,
without having to first take possession of the Property, all Rents, including
all present and future Leases and other rental agreements, reserving unto
Trustor a license to collect such Rents prior to the occurrence of any Event of
Default.  Upon the occurrence of an Event
of Default, such license reserved to Trustor shall be immediately revoked
without further demand or notice, and any Rents, including those past due,
unpaid or undetermined, may be collected by Beneficiary or its agent, and any
amount so collected shall be applied, less costs and expenses of operation and
collection, including reasonable attorneys fees, to any indebtedness and/or
obligations secured hereby, and in such order as Beneficiary shall determine,
provided that, upon Trustors cure of any Event of Default not relating to the
payment of money, Beneficiary will reinstate Trustors license to collect such
Rents.  The collection of such Rents,
and the application thereof as aforesaid, shall not cure or constitute a waiver
of any default or notice of default hereunder or invalidate any act done
pursuant to such notice.  Trustor and
Beneficiary intend that this assignment shall be a present, absolute and
unconditional assignment, not an assignment for additional security only, and
shall, immediately upon the execution hereof, subject to the license granted
above, give Beneficiary, and its agent, the right to collect the Rents and to
apply them as aforesaid.  Nothing
contained herein, nor any collection of Rents by Beneficiary, or its agent or a
receiver, shall be construed to make Beneficiary (i) a
Mortgagee-in-Possession of the Property so long as Beneficiary has not itself
entered into actual possession of the Property; (ii) responsible for performing
any of the obligations of the lessor under any Lease; (iii) responsible for any
waste committed by lessees or any other parties, any dangerous or defective
condition of the Property, or any negligence in the management, upkeep, repair
or control of the Property; or (iv) liable in any manner for the Property or
the use, occupancy, enjoyment or operation of all  21 
   or any part of it (provided that this clause
(iv) shall not act to relieve Beneficiary from liability resulting from the
gross negligence or willful misconduct of Beneficiary).  (b)           No Other Assignments.Other than in connection with the New Credit Facility,
Trustor hereby represents to Beneficiary that there is no assignment or pledge
of any Leases of, or Rent from, the Property now in effect, and covenants that,
until the Notes are fully paid, and the other Secured Obligations are fully
satisfied, Trustor will not make any such assignment or pledge to anyone other
than Beneficiary nor will it accept any periodic payments which are to be made
pursuant to such Leases or Rents more than thirty (30) days in advance of the
date on which such payments are due.  13.          Actions
Affecting Property.Trustor shall give Beneficiary and Trustee
prompt written notice of the assertion of any claim with respect to, or the
filing of any action or proceeding affecting or purporting to affect, the
Property or Skyways, or title thereto or any right of possession thereof, or
this Deed of Trust or the security hereof or the rights or powers of
Beneficiary or Trustee hereunder. 
Trustor shall appear in and contest any such action or proceeding at
Trustors sole expense; and shall pay all costs and expenses, including cost of
evidence of title and reasonable attorneys fees, in any such action or
proceeding in which Beneficiary or Trustee may appear.  14.          Eminent
Domain.If any proceeding or action be commenced for
the taking of the Property, or any part thereof or interest therein, for public
or quasi-public use under the power of eminent domain, condemnation or
otherwise, or if the same be taken or damaged by reason of any public
improvement or condemnation proceeding, or in any other manner, or should
Trustor receive any notice or other information regarding such proceeding,
action, taking or damage (including, without limitation, a proposal to purchase
the Property or some portion thereof in lieu of condemnation), Trustor shall
give prompt written notice thereof to Beneficiary.  Beneficiary shall be entitled, at its option, without regard to
the adequacy of its security, to investigate and negotiate with the condemnor
concerning the proposed taking, to commence, appear in and prosecute in its own
name any such action or proceeding, and, if the amount of the Award (defined
below) is an amount greater than $1,000,000, or if an Event of Default then
exists hereunder, to make any compromise or settlement in connection with such
taking or damage.  Trustor shall not
compromise or settle any such action or proceeding or agree to any sale in lieu
of condemnation if the amount of the Award is an amount greater than $1,000,000
without the prior written consent of Beneficiary.  All compensation, awards, damages, rights of action and proceeds
awarded to Trustor by reason of any such taking, transfer or damage (the Award) are hereby assigned to Beneficiary
and Trustor agrees to execute such further assignments of the Award as
Beneficiary or Trustee may require. 
After deducting therefrom all costs and expenses (regardless of the
particular nature thereof and whether incurred with or without suit), including
reasonable attorneys fees, incurred by it in connection with any such
negotiations, action or proceeding (whether or not prosecuted to judgment),
Beneficiary shall, if (i) an Event of Default does not then exist hereunder,
and (ii) if application of the Award to restoration of the Property will not,
in Beneficiarys judgment exercised according to the Indenture, materially
impair Beneficiarys security for the obligations secured hereby, apply the
Award to the restoration of the Property, upon conditions substantially similar
to the disbursement provisions and conditions set forth in the Indenture, and
all other conditions and provisions established by Beneficiary which are
similar to conditions and provisions then  22 
   used by Beneficiary for disbursements of a
construction loan (it being expressly understood and agreed that Beneficiary
may condition disbursement of such proceeds for restoration upon proof that an
amount equal to the sum which Beneficiary is requested to disburse has
theretofore been paid by Trustor without reimbursement therefor, or is then due
and payable, for materials theretofore installed or work theretofore performed
upon the Property and properly includable in the cost of repair, reconstruction
or restoration thereof).  If, at the
time of receipt by Beneficiary of such proceeds, (i) an Event of Default then
exists hereunder, or (ii) application of the Award to restoration will, in
Beneficiarys judgment exercised according to the Indenture, materially impair
Beneficiarys security for the obligations secured hereby, Beneficiary shall,
according to the Indenture, decide whether (1) to apply all or any portion of
the Award upon any indebtedness or other obligation secured hereby and in such
order as Beneficiary may determine, notwithstanding that said indebtedness or
the performance of said obligation may not be due according to the terms
thereof, or (2) to apply all or any portion of the Award to the restoration of
the Property, according to the provisions of the Indenture, or (3) to deliver
all or any portion of the Award, after such deductions, to Trustor, subject to
such conditions as Beneficiary may determine (and, if the Award is not
sufficient to satisfy the Secured Obligations in full, Trustor shall immediately
pay any remaining balance, together with all accrued interest thereon).  Nothing herein contained shall be deemed to
excuse Trustor from restoring, repairing and maintaining the Property, as
herein provided (other than Beneficiarys failure to apply the Award to the
restoration of the Property as and to the extent required by the provisions of
this Section 14, which failure shall excuse Trustor only to the extent of the
Award so withheld by Beneficiary), regardless of whether or not the Award is available
for restoration, whether or not any such Award is sufficient in amount, or
whether or not the Property can be restored to the same condition and character
as existed prior to such damage or partial taking.  Trustor hereby specifically, unconditionally and irrevocably
waives all rights of a property owner under all laws, including NRS 37.115, as
amended or recodified from time to time, which provide for allocation of
condemnation proceeds between a property owner and a lienholder.  15.          Partial
or Late Payments.  By accepting payment of any indebtedness
secured hereby after its due date, Beneficiary does not waive its right either
to require prompt payment, when due, of all other indebtedness so secured or to
declare default, as herein provided, for failure to so pay.  16.          Reconveyance
By Trustee.  Upon receipt of written request from
Beneficiary reciting that all sums secured hereby have been paid, and upon
surrender of this Deed of Trust and the Notes secured hereby to Trustee for
cancellation and retention, or such other disposition as Trustee, in its sole
discretion, may choose, and upon payment of its fees, the Trustee shall
reconvey, without warranty or recourse, 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.  17.          Right
of Beneficiary and Trustee to Appear.  If, during the existence of
the trust created hereby, there be commenced or pending any suit or action
materially and adversely affecting the Property, or any part thereof, or the
title thereto, or if any adverse claim for or against the Property, or any part
thereof, be made or asserted, the Trustee or Beneficiary may appear or
intervene in the suit or action and retain counsel therein and,  23 
   unless such suit or action is being
diligently contested in good faith by Trustor and Trustor shall have
established and maintained adequate reserves with Beneficiary for the full
payment and satisfaction of such suit or action if determined adversely to
Trustor, may defend same, or otherwise take such action therein as the Trustee
or Beneficiary may be advised and may pay and expend such sums of money as the
Trustee or Beneficiary may deem to be necessary and Trustor shall pay all
reasonable costs and expenses of Trustee and Beneficiary incurred in connection
therewith.  18.          Performance
by Trustee or Beneficiary.  If Trustor fails to make any
payment or perform any act as and in the manner provided in any of the
Transaction Documents, then the Trustee or Beneficiary, at the election of
either of them and without any obligation to do so, after the giving of
reasonable notice to the Trustor, or any successor in interest of the Trustor,
or any of them and without releasing Trustor from any obligation hereunder, may
make such payment or perform such act and incur any liability, or expend
whatever amounts not prohibited by the Indenture.  In connection therewith (without limiting their general and other
powers, whether conferred herein, in another Transaction Document or by law),
Beneficiary and Trustee, and each of them, shall have and are hereby given the
right, but not the obligation, (i) to enter upon and take possession of the
Property; (ii) to make additions, alterations, repairs and improvements to the
Property which they or either of them may consider necessary or proper to keep
the Property in good condition and repair; (iii) to appear and participate in
any action or proceeding affecting or which may affect the security hereof or
the rights or powers of Beneficiary or Trustee; (iv) to pay, purchase, contest
or compromise any encumbrance, claim, charge, lien or debt which in the
judgment of either may affect or appears to affect the security of this Deed of
Trust or to be prior or superior hereto; and (v) in exercising such powers, to
pay necessary expenses, including employment of counsel and other necessary or
desirable consultants.  All sums
incurred or expended by the Trustee or Beneficiary, under the terms hereof
(including, without limiting the generality of the foregoing, costs of evidence
of title, court costs, appraisals, surveys, and receivers, Trustees and
reasonable attorneys fees, costs and expenses (including, without limitation,
the reasonable fees and expenses of attorneys for Trustee), whether or not an
action is actually commenced in connection therewith), shall become due and payable
by the Trustor to the Trustee or Beneficiary, as the case may be, on the next
interest or installment payment date under the Notes secured hereby and shall
bear interest until paid at an annual percentage rate equal to the Agreed Rate.  In no event shall payment by Trustee or
Beneficiary be construed as a waiver of the default occasioned by Trustors
failure to make such payment or payments.  19.          Inspections.Beneficiary, or its agents, representatives or workers, are authorized
to enter at any reasonable time upon or in any part of the Property for the
purpose of inspecting the same and for the purpose of performing any of the
acts it is authorized to perform hereunder or under the terms of any of the
Transaction Documents.  20.          Invalidity
of Lien.If the lien of this Deed of Trust is invalid
or unenforceable as to any part of the Secured Obligations, or if the lien is
invalid or unenforceable as to any part of the Property, the unsecured or
partially secured portion of such Secured Obligations shall be completely paid
prior to the payment of the remaining and secured or partially secured portion
of such Secured Obligations, and all payments made on such Secured Obligations,
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  24 
   that portion of such Secured Obligations
which is not secured or is not fully secured by the lien of this Deed of Trust.  21.          Subrogation.To the extent that proceeds of the Notes or other sums advanced by
Beneficiary are used to pay any outstanding lien, charge or prior encumbrance
against the Property, such proceeds shall be deemed to have been advanced by
Beneficiary at Trustors request and Beneficiary shall be subrogated to any and
all rights and liens held by any owner or holder of such outstanding liens,
charges and prior encumbrances, regardless of whether said liens, charges or
encumbrances are released.  22.          Events
of Default.  Trustor will be in default under this Deed
of Trust upon the occurrence of any one or more of the following events (some
or all collectively, Events of Default;
any one singly, an Event of Default):  (a)           Failure to Pay.  Any amount due under any of the Notes, the Indenture, this Deed
of Trust or any other Transaction Document, or any other amount the payment of
which is secured hereby, is not paid when due; or  (b)           Other Breaches Hereof.  A breach by Trustor of any representation,
warranty or covenant in this Deed of Trust which is not cured within fifteen
(15) days after receipt by Trustor of notice of such breach; or  (c)           Future
Advances.  Trustor or any other borrower (as that
term is defined in NRS 106.310, as amended or recodified from time to time) who
may send a notice pursuant to NRS 106.380(1), as amended or recodified from
time to time with respect to this Deed of Trust, (i) delivers, sends by mail or
otherwise gives, or purports to deliver, send by mail or otherwise give, to Beneficiary,
(A) any notice of an election to terminate the operation of this Deed of Trust
as security for any Secured Obligation, including any obligation to repay any
future advance (as defined in NRS 106.320, as amended or recodified from time
to time) of principal (as defined in NRS 106.345, as amended or recodified
from time to time), or (B) any other notice pursuant to NRS 106.380(1), as
amended or recodified from time to time, (ii) records a statement pursuant to
NRS 106.380(3), as amended or recodified from time to time, or (iii) causes
this Deed of Trust, any Secured Obligation, or Beneficiary to be subject to NRS
106.380(2), 106.380(3) or 106.400, each as amended or recodified from time to
time; or  (d)           Defaults Under Other Transaction Documents.  The occurrence under any of the Transaction
Documents of an Event of Default (as defined therein).  23.          Remedies.  At
any time after an Event of Default, and subject to the terms of the
Intercreditor Agreement Beneficiary and Trustee will be entitled to invoke any
and all of the following rights and remedies, all of which will be cumulative,
and the exercise of any one or more of which shall not constitute an election
of remedies:  (a)           Acceleration. 
Beneficiary may declare any or all of the Secured Obligations to be due
and payable immediately, without presentment, demand, protest or notice of any
kind.  25 
   (b)           Receiver. 
Beneficiary may apply to any court of competent jurisdiction for, and
obtain appointment of, a receiver for the Property or any part thereof, without
notice to Trustor or anyone claiming under Trustor, and without regard to the
then value of the Property or the adequacy of any security for the Secured
Obligations, and Trustor hereby irrevocably consents to such appointment and
waives notice of any application therefor. 
Any such receiver or receivers shall have all the usual powers and
duties of receivers in like or similar cases and all the powers and duties of
Beneficiary in case of entry as provided herein and in the Indenture and shall
continue as such and exercise all such powers until the later of (i) the date
of confirmation of sale of all of the Property; (ii) the disbursement of all
proceeds of the Property collected by such receiver and the payment of all
expenses incurred in connection therewith; or (iii) the termination of such
receivership with the consent of Beneficiary, acting in accordance with the
Indenture, or pursuant to an order of a court of competent jurisdiction.  Beneficiary may also request, in connection
with any foreclosure proceeding hereunder, that the Nevada Gaming Commission
petition a District Court of the State of Nevada for the appointment of a
supervisor to conduct the normal gaming activities on the Property following
such foreclosure proceeding.  (c)           Entry. 
Beneficiary, in person, by agent or by court-appointed receiver, may
enter, take possession of, manage and operate all or any part of the Property,
subject to applicable Gaming Laws, and may also do any and all other things in
connection with those actions that Beneficiary may do pursuant to the Indenture
which are necessary and appropriate to protect the security of this Deed of
Trust.  Such other things may include,
among other things, any of the following: taking and possessing all of
Trustors or the then owners books and records; entering into, enforcing,
modifying, or canceling Leases on such terms and conditions as Beneficiary may
consider proper; obtaining and evicting tenants; fixing or modifying Rents;
collecting and receiving any payment of money owing to Trustor; completing
construction; and contracting for and making repairs and alterations.  If Beneficiary so requests, Trustor shall
assemble all of the Property that has been removed from the Real Property in
violation of the Transaction Documents and make all of it available to
Beneficiary at the site of the Real Property. 
Trustor hereby irrevocably constitutes and appoints Beneficiary as
Trustors attorney-in-fact to perform such acts and execute such documents in
accordance with the Indenture in connection with taking these measures,
including endorsement of Trustors name on any instruments, provided, however,
that nothing contained herein shall obligate Beneficiary to take any such action.  Regardless of any provision of this Deed of
Trust or the Indenture, Beneficiary shall not be considered to have accepted
any property other than cash or immediately available funds in satisfaction of
any obligation of Trustor to Beneficiary, unless Beneficiary has given express
written notice of Beneficiarys election of that remedy in accordance with the
Nevada Uniform Commercial Code, as it may be amended or recodified from time to
time.  (d)           Cure;
Protection of Security.  Either Beneficiary or Trustee may cure any
breach or default of Trustor, and if it chooses to do so in connection with any
such cure, Beneficiary or Trustee may also enter the Property and, whether or
not Beneficiary or Trustee enter the Property, do any and all other things which
it, in its sole discretion, may consider necessary and appropriate to protect
the security of this Deed of Trust. 
Such other things may include: appearing in and/or defending any action
or proceeding which purports to affect the security of, or the rights or powers
of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing,
contesting or compromising any encumbrance, charge, lien or claim of  26 
   lien which in Beneficiarys or Trustees sole
judgment is or may be senior in priority to this Deed of Trust, such judgment
of Beneficiary or Trustee to be conclusive as among the parties to this Deed of
Trust; obtaining insurance and/or paying any premiums or charges for insurance
required to be carried under this Deed of Trust; otherwise caring for and
protecting any and all of the Property; and employing counsel, accountants,
contractors and other appropriate persons to assist Beneficiary or
Trustee.  Beneficiary and Trustee may
take any of the actions permitted under this Subsection either with or without
giving notice to any person.  (e)           Uniform
Commercial Code Remedies.
With respect to Personal Property, Beneficiary may exercise any or all of the
remedies granted to a secured party under NRS Section 104.9101 et seq. (the
Nevada enactment of Article 9 of the Uniform Commercial Code), together with
any and all other rights and remedies provided in the Security Agreement.  (f)            Judicial
Action.  Beneficiary may, but is not obligated to,
bring an action in any court of competent jurisdiction to foreclose this Deed
of Trust or to obtain specific enforcement of any of the covenants or
agreements of this Deed of Trust or for any other remedy provided herein, in
the Indenture, in any Transaction Document or otherwise provided by law or in
equity.  (g)           Power
of Sale.  Under the power of sale herein granted,
Beneficiary shall have the discretionary right to cause some or all of the
Property, including any Property which constitutes personal property, to be
sold or otherwise disposed of in any combination and in any manner permitted by
applicable law and the Indenture.  (i)            Sales of Personal Property.  (A)          For
purposes of the power of sale herein granted, Beneficiary may elect to treat as
personal property any Property which is intangible or which can be severed from
the Land or Improvements without causing structural damage. If Beneficiary
chooses to do so, Beneficiary may dispose of any personal property separately
from the sale of real property, in any manner permitted by or under the NRS,
including any public or private sale, or in any manner permitted by any other
applicable law.  (B)          The
following provision shall apply in the absence of any specific statutory
requirement which permits or requires a different notice period:  In connection with any sale or other
disposition of such Property, Trustor agrees that the following procedures
constitute a commercially reasonable sale: Beneficiary shall mail written
notice of the sale to Trustor not later than ten (10) days prior to such
sale.  Upon receipt of any written
request, Beneficiary will, to the extent reasonably practicable, make the
Property available to any bona fide prospective purchaser for inspection during
reasonable business hours prior to the sale. 
Notwithstanding any provision to the contrary, Beneficiary shall be
under no obligation to consummate a sale if, in its judgment, none of the
offers received by it equals the fair value of the Property offered for
sale.  The foregoing procedures do not
constitute the only procedures that may be commercially reasonable.  27 
   (ii)           Trustees Sales of Real Property or Mixed Collateral.  (A)          Beneficiary
may choose to dispose of some or all of the Property which consists solely of
real property in any manner then permitted by applicable law.  In its discretion, Beneficiary may also or
alternatively choose to dispose of some or all of the Property, in any
combination consisting of both real and personal property, together in one sale
to be held in accordance with the law and procedures applicable to real
property.   Trustor agrees that any sale
of personal property together with real property constitutes a commercially
reasonable sale of the personal property. 
For purposes of this power of sale, either a sale of real property
alone, or a sale of both real and personal property together in accordance with
law, will sometimes be referred to as a Trustees
Sale.  (B)          Before
any Trustees Sale, Beneficiary or Trustee shall give and record such notice of
default and election to sell as may then be required by law.  When all time periods then legally mandated
have expired, and after such notice of sale as may then be legally required has
been given, Trustee shall sell the property being sold at a public auction to
be held at the time and place specified in the notice of sale.  Neither Trustee nor Beneficiary shall have
any obligation to make demand on Trustor before any Trustees Sale.  From time to time, in accordance with then
applicable law, Trustee may, and in any event at Beneficiarys request shall,
postpone any Trustees sale by public announcement at the time and place
noticed for that sale, or may, in its discretion, give a new notice of sale.  (C)          At
any Trustees Sale, Trustee shall sell to the highest bidder at public auction
for cash in lawful money of the United States. 
Trustee shall execute and deliver to the purchaser(s) a deed or deeds
conveying the property being sold without any covenant or warranty whatsoever,
express or implied.  The recitals in any
such deed of any matters or facts, including any facts bearing upon the
regularity or validity of any Trustees Sale, shall be conclusive proof of
their truthfulness.  Any such deed shall
be conclusive against all persons as to the facts recited in it.  (h)           Single
or Multiple Foreclosure Sales.  If the Property at the time of
sale or other disposition consists of more than one lot, parcel or item of
property, Beneficiary may:  (i)            Designate
the order in which the lots, parcels or items shall be sold or disposed of or
offered for sale or disposition; and  (ii)           Elect
to dispose of the lots, parcels or items through a single consolidated sale or
disposition to be held or made under the power of sale herein granted, or in
connection with judicial proceedings, or by virtue of a judgment and decree of
foreclosure and sale; or through two or more such sales or dispositions; or in
any other manner that Beneficiary may deem to be in its best  28 
   interests (any such sale or disposition, a Foreclosure Sale; any two or more, Foreclosure Sales).  If
Beneficiary chooses to have more than one Foreclosure Sale, Beneficiary at its
option may cause the Foreclosure Sales to be held simultaneously or
successively, on the same day, or on such different days and at such different
times and in such order as Beneficiary may deem to be in its best
interests.  No Foreclosure Sale shall
terminate or affect the liens of this Deed of Trust on any part of the Property
which has not been sold, until all of the Secured Obligations have been paid in
full.  24.          Costs
of Enforcement.If an installment of principal or interest on
the Notes is not paid when due or if any other Event of Default occurs, Beneficiary
and Trustee, and each of them, may employ an attorney or attorneys to protect
their rights hereunder.  Trustor
promises to pay to Beneficiary, on demand, the reasonable fees and expenses of
such attorneys and all other costs of enforcing the obligations secured hereby,
including but not limited to, recording fees, the expense of a Trustees Sale
Guarantee, Trustees fees and expenses, receivers fees and expenses, and all
other expenses, of whatever kind or nature, incurred by Beneficiary and Trustee,
and each of them, in connection with the enforcement of the obligations secured
hereby, whether or not such enforcement includes the filing of a lawsuit.  Until paid, such sums shall be secured
hereby and shall bear interest, from date of expenditure, at an annual rate
equal to the Agreed Rate.  25.          Remedies
Cumulative and Not Exclusive.Trustee and Beneficiary, and each of them,
shall be entitled to enforce payment and performance of any indebtedness or
obligations secured hereby and to exercise all rights and powers under this
Deed of Trust or under any Transaction Document or other agreement or any laws
now or hereafter in force, notwithstanding some or all of the said indebtedness
and obligations secured hereby may now or hereafter be otherwise secured,
whether by mortgage, deed of trust, pledge, lien, assignment or otherwise.  Neither the acceptance of this Deed of Trust
nor its enforcement whether by court action or pursuant to the power of sale or
other powers herein contained, shall prejudice or in any manner affect
Trustees or Beneficiarys right to realize upon or enforce any other security
now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee
and Beneficiary, and each of them, shall be entitled to enforce this Deed of
Trust and any other security now or hereafter held by Beneficiary or Trustee in
such order that is in accordance with the Indenture.  No remedy herein conferred upon or reserved to Trustee or
Beneficiary is intended to be exclusive of any other remedy herein or by law
provided or permitted, but each shall be cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute.  Every power or
remedy given by any of the Transaction Documents to Trustee or Beneficiary or
to which either of them may be otherwise entitled, may be exercised,
concurrently or independently, from time to time and as often as may be deemed
expedient by Trustee or Beneficiary and either of them may pursue inconsistent
remedies.  26.          Credit
Bids.  At any Foreclosure Sale, any person,
including Trustor, Trustee or Beneficiary, may bid for and acquire the Property
or any part thereof to the extent permitted by then applicable law.  Instead of paying cash for such property,
Beneficiary may settle therefor by crediting such portion of the following
obligations against the sales price of the property as is necessary to equal
such price:  29 
    (a)           First, the portion of
the Secured Obligations attributable to the expenses of sale, costs of any
action and any other sums for which Trustor is obligated to pay or reimburse
Beneficiary or Trustee hereunder or under any other Transaction Documents; and  (b)           Second, any of the
other Secured Obligations, in any order and proportion as Beneficiary,
according to the Indenture, may elect.  27.          Application
of Foreclosure Sale Proceeds. Beneficiary and Trustee shall apply the proceeds of any Foreclosure
Sale in the following manner:  (a)           First, to pay the
portion of the Secured Obligations attributable to the expenses of sale, costs
of any action and any other sums for which Trustor is obligated to reimburse
Beneficiary or Trustee hereunder or under any other Transaction Document;  (b)           Second, to pay the
portion of the Secured Obligations attributable to any sums expended or
advanced by Beneficiary or Trustee under the terms of this Deed of Trust which
then remain unpaid;  (c)           Third, to pay any and
all other Secured Obligations, in any order and proportion as Beneficiary,
according to the Indenture, may elect; and  (d)           Fourth, the remainder,
if any, shall be remitted to the person or persons entitled to it.  28.          Application
of Rents and Other Sums.
Beneficiary shall apply any and all Rents collected by it, and any and all
sums, other than proceeds of a Foreclosure Sale, which Beneficiary may receive
or collect, in the following manner:  (a)           First, to pay the
portion of the Secured Obligations attributable to the costs and expenses of
operation and collection that may be incurred by Trustee, Beneficiary or any
receiver;  (b)           Second, to pay any and
all other Secured Obligations in any order and proportion as Beneficiary,
according to the Indenture, may elect; and  (c)           Third, the remainder,
if any, shall be remitted to the person or persons entitled to it.  Beneficiary
shall have no liability for any funds which it does not actually receive.  29.          Incorporation
of Certain Nevada Covenants.  The following covenants, Nos.
1, 3, 4 (at the Agreed Rate), 6, 7 (reasonable percentage), 8 and 9 of NRS
107.030, where not in conflict with the provisions of the Transaction
Documents, are hereby adopted and made a part of this Deed of Trust.  Upon any Event of Default by Trustor
hereunder, Beneficiary may (a) declare all sums secured immediately due and
payable without demand or notice or (b) have a receiver appointed as a matter
of right without regard to the sufficiency of said property or any other
security or guaranty and without any showing as required by NRS  30 
   §107.100. 
All remedies provided in this Deed of Trust are distinct and cumulative
to any other right or remedy under this Deed of Trust or afforded by law or
equity and may be exercised concurrently, independently or successively.  The sale of said property conducted pursuant
to Covenants Nos. 6, 7 and 8 of NRS §107.030 may be conducted either as to the
whole of said property or in separate parcels and in such order as Trustee may
determine.  30.          Substitution
of Trustee.  Beneficiary or assigns may, from time to
time, by a written instrument executed and acknowledged by Beneficiary,
recorded in the county in which the Real Property is located and otherwise
complying with applicable law, appoint a successor trustee or trustees to any
Trustee named herein or acting hereunder, to execute the trust created by the
Deed of Trust or other conveyance in trust. 
Upon the recording of such instrument, the new trustee or trustees
shall, without conveyance from the predecessor trustee, be vested with all the
title, estate, interest, rights, powers, duties and trusts in the premises
vested in or conferred upon the predecessor trustee.  If there be more than one trustee, either may act alone and
execute the trusts upon the request of the Beneficiary, and all his acts
thereunder shall be deemed to be the acts of all trustees, and the recital in
any conveyance executed by such sole trustee of such request shall be
conclusive evidence thereof, and of the authority of such sole trustee to act.  31.          Binding
Nature.  This Deed of Trust applies to, inures to the
benefit of and binds Trustor and the heirs, legatees, devisees, administrators,
personal representatives, executors and the successors and assigns thereof,
Trustee and Beneficiary.  As used
herein, the term Beneficiary shall include the owners and holders of the
Notes and other Secured Obligations from time to time, whether or not named as
Beneficiary herein (it being expressly agreed, however, that Beneficiary may
act through an agent; that only the signature of such agent is required on any
amendment hereof or any consent, approval or other action hereunder; and that
The Bank of New York, is the initial such agent hereunder); the term Trustee
shall mean the trustee appointed hereunder from time to time, whether or not
notice of such appointment is given; and the term Trustor shall mean the
Trustor named herein and the successors-in-interest, if any, of said named
Trustor, in and to the Property or any part thereof.  If there be more than one Trustor hereunder, their obligations
hereunder shall be joint and several. 
It is expressly agreed that the Trust created hereby is irrevocable by
Trustor.  32.          Acceptance
of Trust; Resignation by Trustee.  Trustee accepts this trust
when this Deed of Trust, duly executed and acknowledged, is made a public
record as provided by law, reserving, however, unto the Trustee, the right to
resign from the duties and obligations imposed herein whenever Trustee, in its
sole discretion, deems such resignation to be in the best interest of the
Trustee.  Written notice of such
resignation shall be given to Trustor and Beneficiary.  33.          Full
Performance Required; Survival of Warranties.All
representations, warranties and covenants of Trustor contained in any loan
application or made to Beneficiary in connection with the loan secured hereby
or contained in any of the Transaction Documents or incorporated by reference
therein, shall survive the execution and delivery of this Deed of Trust and shall
remain continuing obligations, warranties and representations of Trustor so
long as any portion of the obligations secured by this Deed of Trust remains
outstanding.  31 
   34.          Waiver
of Certain Rights By Trustor.Trustor waives, to the extent permitted by
law, (i) the benefit of all laws now existing or that may hereafter be enacted
providing for any appraisement before sale of any portion of the Property, (ii)
all rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the secured indebtedness and
marshaling in the event of foreclosure of the liens hereby created, and (iii)
all rights and remedies which Trustor may have or be able to assert by reason
of the laws of the State of Nevada pertaining to the rights and remedies of
sureties.  Without limiting the
generality of the foregoing, Trustor waives, to the extent permitted by law,
all rights (including any rights provided by NRS 100.040 and 100.050) to direct
the order in which any of the Property shall be sold in the event of any sale
or sales pursuant hereto and to have any of the Property or any other property
now or hereafter constituting security for the indebtedness secured hereby marshaled
upon any foreclosure of this Deed of Trust or of any other security for any of
such indebtedness.  35.          Construction.  The
language in all parts of this Deed of Trust shall be in all cases construed
simply according to its fair meaning and not strictly for or against any of the
parties hereto.  Headings at the
beginning of Sections, Subsections, paragraphs and subparagraphs of this Deed
of Trust are solely for the convenience of the parties, are not a part hereof
and shall not be used in construing this Deed of Trust.  The preamble, any recitals and all exhibits
and schedules to this Deed of Trust are part of this Deed of Trust and are
incorporated herein by this reference. 
When required by the context: 
whenever the singular number is used in this Deed of Trust, the same
shall include the plural, and the plural shall include the singular; and the
masculine gender shall include the feminine and neuter genders and vice
versa.  Unless otherwise required by the
context (or otherwise provided herein): the words herein, hereof
and hereunder and similar words
shall refer to this Deed of Trust generally and not merely to the provision in
which such term is used; the word person
shall include individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority and other entity of whatever nature;  the words including,
include or includes shall be interpreted in a
non-exclusive manner as though the words but [is] not limited to or but
without limiting the generality of the foregoing or without limitation
immediately followed the same; the word month
shall mean calendar month; and the term business
day shall mean any day other than a Saturday, Sunday or legal
holiday under the laws of the State of Nevada. 
If the day on which performance of any act or the occurrence of any
event hereunder is due is not a business day, the time when such performance or
occurrence shall be due shall be the first business day occurring after the day
on which performance or occurrence would otherwise be due hereunder.  All times provided in this Deed of Trust for
the performance of any act will be strictly construed, time being of the
essence hereof.  36.          Priority.This Deed of Trust is intended to have, and retain, priority over all
other liens and encumbrances upon the Real Property, excepting only: (i) such
Impositions as, at the date hereof, have, or, by law, gain, priority over the
lien created hereby; (ii) covenants, conditions, restrictions, easements,
rights of way and Leases which are of record or are disclosed of record and
which, on the date hereof, affect the Real Property and are superior in right
to or have priority over this Deed of Trust; (iii) Leases, liens, encumbrances
and other matters as to which Beneficiary hereafter expressly subordinates the
lien of this Deed of Trust by written instrument in recordable form and (iv)
pursuant to the terms of the  32 
   Intercreditor Agreement, such Indebtedness as
is permitted pursuant to the terms of the Indenture to be incurred or remain
outstanding under the New Credit Facility. 
Under no circumstances shall Beneficiary be obligated or required to
subordinate the lien hereof to any lien, encumbrance, covenant or other matter
affecting the Real Property or any portion thereof.  Beneficiary may, however, at Beneficiarys option, exercisable in
accordance with the Indenture, subordinate the lien of this Deed of Trust, in
whole or in part, to any or all Leases, liens, encumbrances or other matters
affecting all or any portion of the Real Property, by executing and recording,
in the Office of the County Recorder of the county or counties in which the
Real Property is located, a unilateral declaration of such subordination
specifying the Lease, lien, encumbrance or other matter or matters to which
this Deed of Trust shall thereafter be subordinate.  37.          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.  38.          Financing
Statement.  Portions of the Personal Property (and
portions of the Real Property) are goods which are or are to become fixtures on
or relating to the Real Property.  This
Deed of Trust constitutes a financing statement filed as a fixture filing,
under NRS 104.9402(6) of the Nevada Uniform Commercial Code, in the Official
Records of the County Recorder of the County in which the Real Property is
located with respect to any and all fixtures included within the term
Property as used herein and with respect to any goods or other Personal
Property that may now be or hereafter become such fixtures.  The address of Beneficiary, the secured
party, from which information concerning the security interest granted
hereunder may be obtained, is set forth in Section 47, below, and the
address of Trustor, the debtor, is set forth in Section 47, below.  39.          Attorney-in-Fact. 
Trustor hereby appoints Beneficiary the attorney-in-fact of Trustor to
prepare, sign, file and record one or more financing statements; any documents
of title or registration, or like papers, and to take any other action deemed
necessary, useful or desirable by Beneficiary to perfect and preserve
Beneficiarys security interest against the rights or interests of third
persons, provided, however, nothing contained herein shall impose
any obligation on Beneficiary to take any such action, or to make any
determination or judgment as to the necessity of taking such action.  40.          Releases,
Extensions, Modifications and Additional Security.  (a)           From time to time,
Beneficiary may perform any of the following acts without incurring any
liability or giving notice to any person, and without affecting the personal
liability of any person for the payment of the Secured Obligations (except as
provided below), and without affecting the security hereof for the full amount
of the Secured Obligations on all Property remaining subject hereto, and
without the necessity that any sum representing the value of any portion of the
Property affected by the Beneficiarys action be credited on the Secured
Obligations:  (i)            Release
any person liable for payment of any Secured Obligation;  33 
   (ii)           Extend
the time for payment, or otherwise alter the terms of payment, of any Secured
Obligation;  (iii)         Accept
additional real or personal property of any kind as security for any Secured
Obligation, whether evidenced by deeds of trust, mortgages, security agreements
or any other instruments of security; or  (iv)          Alter,
substitute or release any property securing the Secured Obligations.  (b)           From time to time when
requested to do so by Beneficiary in writing, Trustee may perform any of the
following acts without incurring any liability or giving notice to any person:  (i)            Consent
in writing to the making of any plat or map of the Property or any part of it;  (ii)           Join
in granting any easement or creating any restriction affecting the Property;  (iii)         Join
in any subordination or other agreement affecting this Deed of Trust or the
lien of it or other agreement or instrument relating hereto or to the Property
or any portion thereof; or  (iv)          Reconvey
the Property or any part of it without any warranty.  41.          Exculpation
and Indemnification.  (a)           Beneficiary shall not
be directly or indirectly liable to Trustor or any other Person as a
consequence of any of the following:  (i)            Beneficiarys
exercise of or failure to exercise any rights, remedies or powers granted to
Beneficiary in this Deed of Trust;  (ii)           Beneficiarys
failure or refusal to perform or discharge any obligation or liability of
Trustor under any agreement related to the Property or under this Deed of
Trust; or  (iii)         Any
loss sustained by Trustor or any third party resulting from Beneficiarys
failure to lease the Property, or from any other act or omission of Beneficiary
in managing the Property, after an Event of Default, unless the loss is caused
by the willful misconduct, gross negligence or bad faith of Beneficiary.  To
the extent permitted by applicable law, Trustor hereby expressly waives and
releases all liability of the types described above, and agrees that no such
liability shall be asserted against or imposed upon Beneficiary.  (b)           Except for losses
caused by the willful misconduct, gross negligence or bad faith of Trustee or
Beneficiary, Trustor agrees to indemnify Trustee and Beneficiary  34 
   against and hold them harmless from all
losses, damages, liabilities, claims, causes of action, judgments, court costs,
reasonable attorneys fees and other reasonable legal expenses, cost of
evidence of title, cost of evidence of value, and other reasonable costs and
expenses which either may suffer or incur:  (i)            In
performing any act required or permitted by this Deed of Trust or any of the
other Transaction Documents or by law;  (ii)           Because
of any failure of Trustor to perform any of Trustors obligations; or  (iii)         Because
of any alleged obligation of or undertaking by Beneficiary to perform or
discharge any of the representations, warranties, conditions, covenants or
other obligations in any document relating to the Property other than the
Transaction Documents.  This
agreement by Trustor to indemnify Trustee and Beneficiary shall survive the
release and cancellation of any or all of the Secured Obligations and the full
or partial release and/or reconveyance of this Deed of Trust.  (c)           Trustor shall pay all
amounts arising under the indemnity obligations of this Deed of Trust
immediately upon demand by Trustee or Beneficiary.  42.          Relationship
to Indenture.  This Deed of Trust has been executed
pursuant to and is subject to the terms of the Indenture executed concurrently
herewith and Trustor agrees to observe and perform all provisions contained
therein.  If and to the extent of any
conflict between the provisions of the Indenture and the provisions of this
Deed of Trust, the provisions of this Deed of Trust shall control.  43.          Relationship
to Security Agreement.  Concurrently herewith, Trustor is entering
into the Security Agreement with Beneficiary with respect to the Personal
Property.  As provided above, the terms
of said Security Agreement shall, with respect to the Personal Property and the
security interest therein granted, supplement the terms of this Deed of Trust
and, if and to the extent of any conflict with the terms hereof applicable to
said security interest and Personal Property, shall, to the extent enforceable,
control.  Nothing in this Section 43
shall be deemed or construed, however, to impair the rights of Beneficiary to
conduct one or more Trustees Sales at which real and personal property are
sold together pursuant to the laws applicable to the sale of real
property.  Notwithstanding this Section
43, or any other provision contained in this Deed of Trust, Beneficiary shall
at all times be the same person that is Trustee under the Indenture and shall
be entitled to all of the rights of the Trustee specified in the Indenture,
including Section 7.02 thereof, in carrying out its duties hereunder.  44.          Relationship
to Environmental Indemnity.  Trustor and Capital have
executed an Environmental Indemnity dated as of the date hereof.  Trustor hereby acknowledges and agrees that,
notwithstanding any other provision of this Deed of Trust to the contrary, the
obligations of Trustor under such Environmental Indemnity agreement shall be
unlimited personal obligations of Trustor, the obligations of Trustor under
such instrument  35 
   shall not be secured by this Deed of Trust
and shall survive foreclosure under this Deed of Trust, any transfer in lieu
thereof, and any satisfaction of the Secured Obligations.  45.          Severability.  If
any provision in or obligation under this Deed of Trust shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.  46.          Loan
Statement Fees.Trustor shall pay the amount demanded by
Beneficiary or its authorized loan servicing agent for any statement requested
by Trustor regarding the obligations secured hereby; provided, however, that
such amount may not exceed the maximum amount allowed by law at the time
request for the statement is made.  47.          Notices.  (a)           Methods;
Addresses.All notices, requests and demands to be made
hereunder to the parties hereto shall be in writing and shall be given by any
of the following means:  (i) personal service; (ii) electronic communication, whether by
telex, telegram or telecopying (if confirmed in writing sent by registered or
certified, first class mail, return receipt requested); or (iii) registered or certified, first class
mail, return receipt requested.  Such
addresses may be changed by notice to the other parties given in the same
manner as provided above.  Any notice,
demand or request sent pursuant to clause (i) of this Section shall be deemed
received upon such personal service, and if sent pursuant to clause (ii) of
this Section shall be deemed received upon receipt if sent prior to 5:00 p.m.
on a business day, and otherwise shall be deemed received on the next
succeeding business day, and, if sent pursuant to clause (iii) of this Section
shall be deemed received three (3) days following deposit in the mail.  To Trustor:
  
  Circus
  and Eldorado Joint Venture407
  North Virginia StreetReno,
  Nevada 89501Attn:
  Bruce SextonWith a copy to:
  
  McDonald
  Carano Wilson McCune BerginFrankovich
  & Hicks LLP241 Ridge Street, 4th FloorReno, Nevada 89501Attention:  John Frankovich,
  Esq.With a copy to:
  
  Wolf,
  Block, Schorr & Solis-Cohen LLP1650 Arch Street, 22nd FloorPhiladelphia, Pennsylvania 19103Attention:  Howell J. Reeves,
  Esq.To Trustee:
  
  First
  American Title Company of Nevada241
  Ridge StreetReno,
  Nevada 89504Attn:  Gene T. Turk  36 
   To Beneficiary:
  
  The
  Bank of New Yorkc/o
  United States Trust Company of New York114
  W. 47th StreetNew
  York, NY  10036-1532Attention:  Corporate Trust Agency  (b)           Reliance
on Faxes.  Each party hereto (a Recipient) who receives from another
party hereto (a Sender) by
electronic facsimile transmission (telecopier or fax) any writing which appears
to be signed by an authorized signatory of that Sender is authorized to rely
and act upon that writing in the same manner as if the original signed writing
was in the possession of the Recipient upon oral confirmation of that Sender to
the Recipient that the writing was signed by an authorized signatory of that
Sender and is intended by that Sender to be relied upon by the Recipient.  Each party transmitting any writing to any
other party by electronic facsimile transmission agrees to forward immediately
to that Recipient, by expedited means (for next day delivery, if possible), or
by first class mail if the Recipient so agrees, the signed hard copy of that
writing, unless the Recipient expressly agrees to some other disposition of the
original by the Sender.  48.          Governing
Law.  THIS DEED OF TRUST SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES, EXCEPT TO THE EXTENT THAT APPLICABLE LAW PROVIDES THAT THE VALIDITY
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION
OTHER THAN THE STATE OF NEVADA.  49.          Consent
to Jurisdiction and Service of Process. 
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST TRUSTOR ARISING OUT OF OR
RELATING TO THIS DEED OF TRUST MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY OF
THIS DEED OF TRUST TRUSTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
DEED OF TRUST.  Trustor hereby agrees that service of all
process in any such proceeding in any such court may be made by registered or
certified mail, return receipt requested, to Trustor at its address provided in
the Indenture, such service being hereby acknowledged by Trustor to be
sufficient for personal jurisdiction in any action against Trustor in any such
court and to be otherwise effective and binding service in every respect.  Nothing herein shall affect the right to
serve process in any other manner permitted by law.  50.          Waiver
of Jury Trial.  TRUSTOR AND BENEFICIARY
HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEED  37 
   OF TRUST.  The
scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including without limitation contract claims, tort claims, breach
of duty claims, and all other common law and statutory claims.  Trustor and Beneficiary each acknowledge
that this waiver is a material inducement for Trustor and Beneficiary to enter
into a business relationship, that Trustor and Beneficiary have already relied
on this waiver in entering into this Deed of Trust and that each will continue
to rely on this waiver in their related future dealings.  Trustor and Beneficiary further warrant and
represent that each has reviewed this waiver with its legal counsel, and that
each knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS DEED OF
TRUST.  In the event of
litigation, this Deed of Trust may be filed as a written consent to a trial by
the court.  51.          Nonforeign Entity.  Section 1445 of the Internal Revenue Code of
1986, as amended (the Code)
provides that a transferee of a U.S. real property interest must withhold tax
if the transferor is a foreign person. 
To inform Beneficiary that the withholding of tax will not be required
in the event of the disposition of the Property pursuant to the terms of this
Deed of Trust, Trustor hereby certifies, under penalty of perjury, that:  (a)           Trustor is not a
foreign corporation, foreign partnership, foreign trust or foreign estate, as
those terms are defined in the Code and the regulations promulgated thereunder;
and  (b)           Trustors U.S. employer
identification number is 88-0310787; and  (c)           Trustors principal
place of business is 407 North Virginia Street, Reno, Nevada 89501.  It
is understood that Beneficiary may disclose the contents of this certification
to the Internal Revenue Service and that any false statement contained herein
could be punished by fine, imprisonment or both.  Trustor covenants and agrees to execute such further
certificates, which shall be signed under penalty of perjury, as Beneficiary
shall reasonably require.  The covenant
set forth herein shall survive the foreclosure of the lien of this Deed of
Trust or acceptance of a deed in lieu thereof.  52.          Counterparts.  This
Deed of Trust may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same
document with the same effect as if all parties had signed the same signature
page.  Any signature page and
acknowledgment page of this Deed of Trust may be detached from any counterpart
of this Deed of Trust and reattached to any other counterpart of this Deed of
Trust identical in form hereto but having attached to it one or more additional
signature and acknowledgment pages.  [SIGNATURES ON NEXT PAGE]  38 
   IN WITNESS WHEREOF, Trustor has executed this instrument as of
the day and year first above written.  TRUSTOR:  CIRCUS AND ELDORADO JOINT VENTURE, a
Nevada general partnership  By:
  /s/
  Gary CaranoName:Title:
  Chief Executive Officer  S-1 
   ACKNOWLEDGMENT FOR CIRCUS AND ELDORADO JOINT VENTURE  STATE
  OF NEVADA
  ))
  ssCOUNTY
  OF WASHOE
  )  This instrument was acknowledged before me on Feb 26, 2002, by Gary Carano
as Chief Executive Officer of CIRCUS AND ELDORADO JOINT VENTURE.    Notary
  Public
  /s/
  Kerri LaFerriere  S-2 
   EXHIBIT A  Legal Description  Part
I  THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF WASHOE, STATE
OF NEVADA, AND IS DESCRIBED AS FOLLOWS:  PARCEL
1:  Beginning at the intersection of the Southern line of West Fifth Street
with the Western line of North Virginia Street; thence Southerly along said
Western line of North Virginia Street, 88.00 feet; thence Westerly parallel
with the Northern line of West Fourth Street 140.00 feet to the Eastern line of
alley; thence Northerly along the last mentioned line 88.00 feet to said
Southern line of West Fifth Street; thence Easterly along said Southern line of
West Fifth Street, 140.00 feet to the point of beginning.  PARCEL
2:  Beginning at the intersection of the West line of North Virginia Street
with the North line of Lot 10 in Block B of ORIGINAL TOWN, NOW CITY OF RENO,
according to the map thereof, filed in the office of the County Recorder of
Washoe County, State of Nevada, on June 27, 
1871;  thence Northerly along the
Westerly line of North Virginia Street, 12 feet, more or less, to the Southeast
corner of the parcel of land described in the deed to Ivanhoe Corporation of
record in Book 453, File No. 278019, Deed Records; thence Westerly along the
Southern line of said Ivanhoe Corporation parcel 140 feet to the Easterly line
of an alley; thence Southerly along the last mentioned line, 12 feet, more or
less, to the Northwest corner of said Lot 10; thence Easterly to the point of
beginning.  PARCEL
3:  Lots 10, 11, 12 and the North 13 feet of Lot 13 in Block B of
ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof, filed in the office
of the County Recorder of Washoe County, State of Nevada, on June 27, 1871.  PARCEL
4:  The Northerly 9.25 feet of Lot 3 and all of Lots 4, 5, 6, 7 and 8 in
Block B of ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof,
filed in the office of the County Recorder of Washoe County, State of Nevada,
on June 27, 1871.  ALSO a parcel of land bounded on the South by the Southern line of the
40 foot alley as laid out on the map of the Town, now City of Reno, in said
Block B, bounded on the West by the Eastern line of North Sierra Street,
bounded on the North by the Southern line of West Fifth Street and bounded on
the East by the Western line of the 20 foot alley running Northerly and
Southerly through said Block B.  A-1 
   PARCEL
5:  The South 37 feet of Lot 13 in Block B of the ORIGINAL TOWN, NOW
CITY OF RENO, according to the official map thereof, filed in the office of
the County Recorder of Washoe County, State of Nevada, on June 27, 1871.  PARCEL
6:  Lot 14 in Block B of ORIGINAL TOWN, NOW CITY OF RENO, according to the
map thereof, filed in the office of the County Recorder of Washoe County, State
of Nevada, on June 27, 1871.  PARCEL
7:  The West forty (40) feet of Lot Fifteen (15) in Block B fronting
forty (40) feet on the North line of Fourth Street, as designated on the
official map of said City of Reno, Nevada, on file and of record in the office
of the County Recorder in and for the said County of Washoe; the property
hereby conveyed being the same property described in a Deed from May J. A.
Nadon and others to Dale V. Clanton, dated November 18, 1920, and filed for
record on the 29th day of November, 
1920,  in the office of the
County Recorder in and for the County of Washoe, and therein recorded in Book
56 of Deeds, at Page 440.  PARCEL
8:  The East 100 feet of Lot 15 in Block B of original town, now City of
Reno, according to the map thereof, filed in the office of the County Recorder
of Washoe County, State of Nevada, on June 27, 1871.  PARCEL
9:  All of Lots 1 and 2, and the South 40.75 feet of Lot 3 in Block B of
the ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof, filed in the
office of the County Recorder of Washoe County, State of Nevada, on June 27,
1871.  PARCEL
10:  The South 20 feet of Lot 10, and all of Lots 11, 12, 13, 14, 15 and 16,
in Block A, of ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof,
filed in the office of the County Recorder of Washoe County, State of Nevada,
on June 27, 1871.  TOGETHER WITH the East 1/2 of the NorthSouth alley running
through said Block A, immediately adjoining Lots 11, 12, 13, 14, 15 and 16 on
the West,  and more particularly
described in those certain Orders of Abandonment recorded January 19, 1977 in
Book 1044, Page 521 as Document No. 445058, and recorded November 14, 1985 in
Book 2251, Page 933 as Document No. 1034253 of Official Records.  A-2 
   PARCEL
11:  The East 78 feet of Lot 9 and the East 78 feet of the North 30 feet of
Lot 10 in Block A of the ORIGINAL TOWN, NOW CITY OF RENO, according to the
Official Map thereof, filed in the office of the County Recorder of Washoe
County, State of Nevada, on June 27, 1871.  Together with that portion of the vacated alley lying Southerly of the
Southerly line of West Fifth Street and Westerly of the Westerly line of North
Sierra Street adjoining said Lot 9 at its most Northeasterly corner.  PARCEL
12:  A portion of the Southwest 1/4 of the Northeast 1/4 of Section 11,
Township 19 North, Range 19 East, M.D.B&M., lying and being in the City of
Reno, County of Washoe,  State  of 
Nevada,  and more particularly
described as follows:  The Westerly 74 feet of Lot 9 and the Westerly 74 feet of the North 30
feet of Lot 10, all in Block A of the ORIGINAL TOWN, NOW CITY OF RENO,
according to the official map thereof, filed in the office of the County
Recorder of Washoe County, State of Nevada, on June 27, 1871.  PARCEL 13:  BEGINNING at the Northeast corner of Lot 8, Block A, as shown on the
official plat of the town, now City of Reno, Nevada, filed in the office of the
County Recorder of Washoe County, Nevada, on June 27, 1871; thence Southerly
along the Easterly lines of Lots 8 and 7 of said Block A to the Southeast
corner of Lot 7; thence Westerly along the Southerly line of Lot 7 and the
Southerly line of Lot 7 projected to its intersection with the Easterly line of
West Street; thence Northerly along the Easterly line of West Street to the
Southerly line of West Fifth Street; thence Easterly along the Southerly line
of West Fifth Street to the point of beginning.  PARCEL
14:  Lots 1, 2, 3, 4, 5, 6, in Block A, of ORIGINAL TOWN, NOW CITY OF RENO,
according to the map thereof, filed in the office of the County Recorder of
Washoe County, State of Nevada, on June 27, 1871, together with that parcel
immediately adjoining Lots 5 and 6 on the West, that is more particularly
described as follows:  BEGINNING at the Northeasterly corner of Lot 6, in Block A of ORIGINAL
TOWN, NOW CITY OF RENO, according to the map thereof, filed in the office of
the County Recorder of Washoe County, State of Nevada, on June 27, 1871; thence
Southerly along the Easterly line 
of  said Lots  5 
and  6,  in Block A,  100  feet 
to  the Southeasterly corner thereof;
thence Westerly along the Southerly line of said Lot 5 and the Southerly line
of Lot 5 extended Westerly to the Easterly line of West Street, as now located
in the City of Reno, a distance of 140 feet; thence Northerly along the
Easterly line of West Street 100 feet to a point which would be intersected by
a line extended Westerly from the Northeasterly corner of said Lot 6 and along
the Northerly line of said Lot 6; thence  A-3 
   Easterly and along said line and the Northerly line of said Lot 6, a
distance of 140 feet to the Northeasterly corner of said Lot 6, the point of
beginning; said premises being Lots 5 and 6 in Block A of the TOWN OF RENO,
according to the map above mentioned, and that portion of the 40 foot alley
around the Town of Reno, according to the map above mentioned, lying Westerly
of Lots 5 and 6 and East of the East line of West Street, as now located and
between the Northerly and Southerly line of said Lots 5 and 6 if said lines were
extended Westerly to the Easterly line of West Street as now located.  TOGETHER WITH the West onehalf of the NorthSouth alley
running through said Block A, immediately adjoining said LOTS 1, 2, 3, 4, 5 and
6 on the East, and more particularly described in those certain Orders of
Abandonment recorded January 19, 1977 in Book 1044, Page 521 as Document No.
445058, and recorded on November 14, 1985 in Book 2251, Page 533 as Document
No. 1034253, Official Records, Washoe County, State of Nevada.  PARCEL
15:  All that certain 20.0 ft. wide alley connecting West Fourth Street with
West Fifth Street, Reno, Nevada, lying within Block B of the original Town, now
City of Reno, according to the map thereof, filed in the Office of the Washoe
County Recorder on June 27, 1871, and within Block B of the Evans North
Addition, according to the map thereof, filed in the office of the Washoe
County Recorder on December 16, 1879.  PARCEL
16:  All that certain 20.0 ft. wide alley lying between Lots 7, 8, 9 and 10
of Block A of the Original Town, now City of Reno, according to the map
thereof, filed in the office of the Washoe County Recorder on June 27, 1871.  PARCEL
17: (Air Rights Only)  All that certain piece or parcel of land located within a portion of
the Northeast 1/4 of Section 11, Township 19 North, Range 19 East,
M.D.B.&M. more particularly described as follows:  That certain air space located above Sierra Street commencing at an
elevation of 4,521 and extending vertically 32 feet to an elevation of 4,553
feet, which height is measured from the finished floor elevation of the Silver
Legacy Casino at 4,503 feet, and located directly over that certain parcel of
real property described as follows:  Commencing at the Southwest corner of Block B Reno Townsite as shown on
Record-of-Survey 2665, recorded January 27, 1994,  thence North 13o4848 West 97.13 feet to the True Point of Beginning  thence North 13o4848 West 223.17 feet  thence South 76o1112 West 80.00 feet  A-4 
   thence South 13o4848 East 223.17 feet  thence North 76o1112 East 80.00 feet to the True Point of Beginning  PARCEL
18: (Subterranean
Rights Only)  All that certain piece or parcel of land located within a portion of
the Northeast 1/4 of Section 11, Township 19 North, Range 19 East,
M.D.B.&M. more particularly described as follows:  That certain subterranean space located beneath Sierra Street
commencing at an elevation of 4,480 and extending vertically 20 feet to an
elevation of 4,500 feet, which height is measured from the finished floor
elevation of the Silver Legacy Casino at 4,503 feet,  and located directly below that certain parcel of real property
described as follows:  Commencing at the Southwest corner of Block B Reno Townsite as shown on
Record-of-Survey 2665, recorded January 27, 1994,  thence North 13o4848 West 181.05 feet to the True Point of Beginning  thence North 13o4848 West 24.33 feet  thence South 76o1112 West 80.00 feet  thence South 13o4848 East 24.33 feet  thence North 76o1112 East 80.00 feet to the True Point of Beginning  EXCEPTING THEREFROM the above Parcels 1 through 18, all those certain
parcels as conveyed to THE CITY OF RENO, a Nevada municipal corporation, by
Deed of Dedication recorded March 9, 1995 in Book 4259, Page 956 as Document
No. 1876631 of Official Records, and as amended by Deed of Dedication recorded
May 5, 1995 in Book 4297, Page 667 as Document No. 1891266 of Official Records.  Part
II:  PARCEL
19:  Together with the reciprocal easement rights, as contained in those
certain Bridge Easements dated May 25, 1995 by and between CIRCUS AND ELDORADO
JOINT VENTURE, a Nevada general partnership and CIRCUS CIRCUS CASINO, INC., a
Nevada corporation and ELDORADO HOTEL ASSOCIATES LIMITED PARTNERSHIP, a Nevada
limited partnership, recorded May 31, 1995 as Document Numbers 1897109 and
1897108 Official Records, Washoe County, Nevada.   A-5