EXHIBIT 10.36

LOAN AGREEMENT
(Reconstruction of Gulfstream Park, Florida)

December 9, 2004

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TABLE OF CONTENTS

|ARTICLE 1
ARTICLE DEFINITIONS  
|-------------------------------
|1.1                            
|1.2                            
|1.3                            
|1.4                            
|1.5                            
|1.6                            
|1.7                            
|1.8                            
|1.9                            
|1.10                           
|1.11                           
|1.12                           
|1.13                           
|ARTICLE 2
THE LOAN             
|2.1                            
|2.2                            
|2.3                            
|2.4                            
|2.5                            
|2.6                            
|2.7                            
|2.8                            
|2.9                            
|ARTICLE 3
PAYMENTS AND INTEREST
|3.1                            
|3.2                            
|3.3                            
|3.4                            
|3.5                            
|3.6                            
|3.7                            
|3.8                            
|3.9                            
|3.10                           
|3.11                           
|3.12                           

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|3.13                                                      |  | Payments Free of Withholding Taxes                                |  | 31
|--------------------------------------------------------- |  | ----------------------------------------------------------------- |  | --
|ARTICLE 4
ADVANCES UNDER THE LOAN                        
|4.1                                                       |  | First Advance                                                     |  | 32
|4.2                                                       |  | Subsequent Advances                                               |  | 37
|ARTICLE 5
SECURITY FOR LOAN                               |  |                                                                  
|5.1                                                       |  | General                                                           |  | 39
|5.2                                                       |  | Right to Substitute Security for the Aventura Property            |  | 41
|5.3                                                       |  | Development of the Mixed-Use Property                             |  | 41
|5.4                                                       |  | Alternative Gaming                                                |  | 42
|ARTICLE 6
REPRESENTATIONS AND WARRANTIES                 
|6.1                                                       |  | Borrower's and Guarantors' Representations and Warranties         |  | 43
|6.2                                                       |  | Survival of Borrower's and Guarantors' Representations            |  | 53
|6.3                                                       |  | Lender's Representations and Warranties                           |  | 54
|ARTICLE 7
AFFIRMATIVE COVENANTS                          
|7.1                                                       |  | Covenants                                                         |  | 54
|ARTICLE 8
NEGATIVE COVENANTS                              |  |                                                                  
|8.1                                                       |  | Negative Covenants                                                |  | 65
|ARTICLE 9
EVENTS OF DEFAULT; ACCELERATION OF INDEBTEDNESS
|9.1                                                       |  | Events of Default                                                 |  | 70
|9.2                                                       |  | Acceleration; Remedies                                            |  | 75
|9.3                                                       |  | Waiver of Certain Rights                                          |  | 76
|ARTICLE 10
MISCELLANEOUS                                 
|10.1                                                      |  | Notices                                                           |  | 77
|10.2                                                      |  | Amendment and Waiver                                              |  | 78
|10.3                                                      |  | Further Assurances                                                |  | 78
|10.4                                                      |  | Enforcement and Waiver by the Lender                              |  | 79
|10.5                                                      |  | Execution in Counterparts                                         |  | 79
|10.6                                                      |  | Assignment                                                        |  | 79
|10.7                                                      |  | Disclosure of Information to Potential Permitted Lender Assignees |  | 80

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|10.8  |  | Right to Cure                                                                   |  | 80
|----- |  | ------------------------------------------------------------------------------- |  | --
|10.9  |  | Forbearance by the Lender Not a Waiver                                          |  | 80
|10.10 |  | Waiver of Statute of Limitations and Other Defenses                             |  | 80
|10.11 |  | Relationship and Indemnity                                                      |  | 81
|10.12 |  | Successors and Assigns Bound; Joint and Several Liability; Agents; and Captions |  | 81
|10.13 |  | Loss of Gulfstream Note                                                         |  | 81
|10.14 |  | Time of Essence                                                                 |  | 82
|10.15 |  | Service of Process/Venue                                                        |  | 82
|10.16 |  | Jury Trial Waiver                                                               |  | 82
|10.17 |  | Final Agreement/Modification                                                    |  | 82
|10.18 |  | Continuing Agreement                                                            |  | 83
|10.19 |  | No Third Party Beneficiaries                                                    |  | 83
|10.20 |  | Appointment of Administrative Agent                                             |  | 83
|10.21 |  | No Brokers                                                                      |  | 83
|10.22 |  | Certain Provisions relating to the Guarantors                                   |  | 83
|10.23 |  | ACKNOWLEDGMENT                                                                  |  | 84

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LOAN AGREEMENT

THIS AGREEMENTmade as of the 9th day of December, 2004.

BETWEEN:



OF
THE FIRST PART;



OF
THE SECOND PART;



OF
THE THIRD PART;



OF
THE FOURTH PART;



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OF
THE FIFTH PART.

WITNESSES
THAT:

WHEREAS
the Borrower is the Fee Simple owner of the Gulfstream Property and the Aventura Property, in each case as hereinafter defined;

AND
WHEREAS the Borrower has requested that the Lender provide the Borrower a term credit facility in the initial aggregate principal amount of up to One Hundred and Fifteen Million
Dollars ($115,000,000) plus the Lender's Costs, as such amount may be increased through the accrual of interest in accordance with and subject to the terms hereof, for the purpose of financing the
reconstruction (the "Reconstruction") of the Gulfstream Park Race Track clubhouse/grandstand facility and backstretch and related site works
(collectively, the "Gulfstream Facilities"), currently comprising part of the Gulfstream Property;

AND
WHEREAS the Lender has agreed to make available such financing to be used solely for the purpose of financing the Construction Costs of the Reconstruction and the Costs of the
Lender, including the reimbursement of the Borrower for Construction Costs of the Reconstruction already incurred and funded by the Borrower and for no other purpose, whether related to the Gulfstream
Property or otherwise;

NOW
THEREFORE in consideration of the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration (the receipt and sufficiency of which
are hereby acknowledged) the parties hereto agree as follows:

ARTICLE 1     ARTICLE DEFINITIONS

1.1    Definitions

As used herein, the following capitalized terms shall have the respective meanings set forth below:

| | (a) |  | "Additional Financing"means the financing, if any, required by the Guarantors in connection with the redevelopment of The Meadows Property, including the costs associated with a slots gaming
licence, slot machines, and furniture, fixtures and equipment relating thereto, up to a maximum amount of One Hundred and Ten Million Dollars ($110,000,000) plus accrued interest and lender expenses;
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| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| | (b) |  | "Additional Financing Inter-Creditor Agreement"has the meaning ascribed thereto in Section 3.3;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) |  | "Administrative Agent"has the meaning ascribed thereto in Section 10.20;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) |  | "Advance"means the First Advance and any Subsequent Advances (including a Holdback Advance);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) |  | "Affiliate"shall mean, with respect to any Person, each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person; provided, however,
 that in no case shall any Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower or any of the Guarantors for purposes of this Agreement. For the purpose of this definition,"control"of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise;
| | (f) |  | "Applicable Legal Requirement"means any Governmental Rule which could be reasonably expected to be generally followed by any Person with operations comparable to those which are or have
been conducted by any of the Borrower and/or any of the Guarantors, as applicable, or to any of the operations now or previously conducted at any of the Properties and/or The Meadows Property, as applicable;                                                                                                                                                                                                                               
| | (g) |  | "Architect"means BRPH Company  Engineers, Inc., or such other Person acceptable to the Lender, acting reasonably, who is engaged in architectural work and who is a
member or licensee in good standing of the Florida Association of the American Institute of Architects or any successor thereto;                                                                                                                                                                                                                                                                                                                                   
| | (h) |  | "Aventura Lands"means the lands of approximately 39.2 acres, in the City of Aventura, Miami-Dade County, Florida, legally described on Schedule 1.1(h);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) |  | "Aventura Property"means the Aventura Lands, and all improvements now or hereafter located on the Aventura Lands, together with all tangible and intangible property of the Borrower now or
hereafter owned or leased by the Borrower in connection with the Aventura Lands or the improvements now or hereafter thereon;                                                                                                                                                                                                                                                                                                               
| | (j) |  | "Aventura Property Purchase and Sale Agreement"means the agreement of purchase and sale between the Borrower, as vendor, and the City of Aventura, as purchaser, in respect of six acres of
the Aventura Property;                                                                                                                                                                                                                                                                                                                                                                                                                      

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| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) |  | "Bankruptcy Code"has the meaning ascribed thereto in Section 9.1(f);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (l) |  | "Base Rate"means, for any day, the annual rate of interest equal to the greater of (i) the rate which the Bank of Montreal establishes at its principal office in Toronto, Ontario as
the reference rate of interest in order to determine interest rates it will charge on such day for commercial loans in U.S. dollars made to its customers in Canada and which it refers to as its "Base Rate", and (ii) the Federal Funds
Effective Rate on such day plus 1% per annum, such rate to be adjusted automatically and without the necessity of any notice to the Borrower upon each change to such rate;
| | (m) |  | "Borrower"means Gulfstream Park Racing Association, Inc. and its successors and permitted assigns;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (n) |  | "Borrower's and Guarantors' Counsel"means Osler, Hoskin & Harcourt LLP, or such other firm or firms of solicitors or counsel as are appointed by the Borrower and the
Guarantors from time to time and notice of which is provided to the Lender;                                                                                                                                                                                                                                                                                                                                                          
| | (o) |  | "Borrower's and Guarantors' Florida Agent"means the Miami office of Akerman Senterfitt, or such other firm or firms of solicitors or agents in the State of Florida as are appointed by the
Borrower and Guarantors from time to time and notice of which is provided to the Lender;                                                                                                                                                                                                                                                                                                                       
| | (p) |  | "Borrower's and Guarantors' Pennsylvania Agent"means the Pittsburgh office of Eckert Seamans Cherin & Mellott, LLC, or such other firm or firms of solicitors or agents in the
Commonwealth of Pennsylvania as are appointed by the Borrower and Guarantor from time to time and notice of which is provided to the Lender;                                                                                                                                                                                                                                                                                
| | (q) |  | "Borrower Incorporation Documents"has the meaning ascribed thereto in Section 6.1(f);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (r) |  | "Business Day"means a day other than a Saturday, Sunday or other day on which commercial banks are authorized or obligated to close under the laws of the United States of America or
the State of Florida;                                                                                                                                                                                                                                                                                                                                                                                                
| | (s) |  | "Capital Lease Obligations"means the obligations of the Borrower to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property,
 which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligations shall in each case be the capitalized amount
thereof, determined in accordance with GAAP;                                                                                                                 

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| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (t)   |  | "Collateral"shall mean, collectively, all of the Property subject to the Encumbrances, or intended to be subject to the Encumbrances, created by the Security;                                                                                                                                                                                                                                                                                  
| | (u)   |  | "Construction Contracts"means all contracts entered into by the Borrower or its agents with Persons for the supply by such Persons of construction services or materials for the
Reconstruction or any part thereof or services or materials related thereto, including, without limitation, the Suitt Stipulated Lump Sum Contract and the Ranger Construction Stipulated Lump Sum Contract;                                                   
| | (v)   |  | "Construction Costs"means all costs and expenses properly paid or due for the development, design, and construction of the Gulfstream Facilities or any part thereof as part of the
Reconstruction and the financing of same, (but excluding all costs and expenses relating to the development, design and construction of the racing surfaces and excluding the Gulfstream FF&E), including, without limiting the generality of the
foregoing:
| | (i)   |  | payments made to general contractors, trade contractors and/or subcontractors and material suppliers pursuant to contracts relating directly to the construction and lease-up of the Reconstruction;                                                                                                                                                                                                                                            
| | (ii)  |  | on-site costs incurred by or on behalf of the Borrower, including the cost of full-time on-site employees;                                                                                                                                                                                                                                                                                                                                      
| | (iii) |  | reasonable professional and consulting fees and expenses such as architectural, engineering, leasing, surveying, design, legal and accounting fees and expenses;                                                                                                                                                                                                                                                                                
| | (iv)  |  | costs of building permits, water and sewer connection or usage fees, municipal levies, hydro fees and other similar expenses, temporary utilities, traffic signalization and landscaping;                                                                                                                                                                                                                                                       
| | (v)   |  | all expenses relating to construction insurance, necessary surety and other performance bonds;                                                                                                                                                                                                                                                                                                                                                  
| | (vi)  |  | underwriting and financing fees, including letters of credit, standby fees, commitment fees, hedging fees and other finance placement costs; and                                                                                                                                                                                                                                                                                                
| | (vii) |  | interest at the rate applicable from time to time on the principal amount outstanding hereunder for the payment of those items listed in clauses (i) through (vi) of this definition to the end of the previous month;                                                                                                                                                                                                                          
| | (w)   |  | "Cost Consultant"has the meaning ascribed thereto in Section 2.9;                                                                                                                                                                                                                                                                                                                                                                               
| | (x)   |  | "Cost Retainer"has the meaning ascribed thereto in Section 3.10;                                                                                                                                                                                                                                                                                                                                                                                
| | (y)   |  | "Costs"has the meaning ascribed thereto in Section 3.10;                                                                                                                                                                                                                                                                                                                                                                                        

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| |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (z)  |  | "EBITDA"means the earnings of a Person before interest, taxes, depreciation and amortization;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (aa) |  | "Employee Benefit Plan"shall mean any employee benefit plan within the meaning of section 3(3) of ERISA maintained or contributed to by Borrower or any Guarantor or any ERISA
Affiliate, other than a Multiemployer Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (bb) |  | "Encumbrance"means any mortgage, lien, pledge, assignment by way of security, charge, security interest, lease intended as security, title retention agreement, statutory right reserved in
any Governmental Body, registered lease of real property, hypothecation, levy, execution, seizure, attachment, garnishment or other similar encumbrance;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (cc) |  | "Environment"means soil, land, surface and subsurface strata, surface waters, groundwaters, drinking water supply, stream sediments, ambient air (including air in buildings, natural or
man-made structures), all layers of the atmosphere, all inorganic and organic matter and living organisms (including humans), all natural resources and the interacting natural systems that include the foregoing listed components;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (dd) |  | "Environmental Consent"means any consent, approval, permit, licence, Order, filing, authorization, exemption, registration, ratification, permission, waiver, reporting or notice requirement
and any other related agreement or communications whatsoever issued, granted or given or otherwise made available by or under the authority of any Governmental Authority regarding environmental matters or under any Environmental Law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ee) |  | "Environmental Damages"means all claims, judgments, damages, losses, penalties, liabilities (including strict liability), fines, charges, costs and expenses, including costs of
investigation, remediation, defense, settlement and reasonable attorneys' fees and expenses and reasonable consultants' fees, that are incurred at any time as a result of the existence of any Hazardous Materials at, on, upon, about or beneath any of
the Properties and/or The Meadows Property or migrating or threatening to migrate to or from any such real property, or arising from any investigation, Proceeding or remediation of any location at which the Borrower and/or any Guarantor, any
predecessor in title or any employees, agents, contractors or subcontractors of the Borrower and/or any Guarantor or any predecessor in title, or any third persons at any time occupying or present on an the Properties and/or The Meadows Property, are
alleged to have directly or indirectly disposed of Hazardous Materials or arising in any manner whatsoever in violation of Environmental Laws;
| | (ff) |  | "Environmental Disclosure"means the text of the Gulfstream Environmental Report, including the attachments thereto but excluding the underlying documents referred to in the Gulfstream
Environmental Report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (gg)  |  | "Environmental Laws"means any Applicable Legal Requirement that requires or relates to:                                                                                                                                                                                                                                                                                                                                  
| | (i)   |  | notifying appropriate authorities, employees or the public of the presence of or intended or actual Releases of Hazardous Materials or violations of discharge limits or other prohibitions or of the commencement of activities, such as resource
extraction or construction, that could have an impact on the Environment;                                                                                             
| | (ii)  |  | preventing or reducing to acceptable levels the presence of or Release of Hazardous Materials in or into the Environment;                                                                                                                                                                                                                                                                                                
| | (iii) |  | reducing the quantities, preventing the Release or minimizing the hazardous characteristics of wastes that are generated;                                                                                                                                                                                                                                                                                                
| | (iv)  |  | protecting the Environment including regulating, limiting or restricting Releases of Hazardous Materials and protecting resources, species, or visual or ecological amenities;                                                                                                                                                                                                                                           
| | (v)   |  | the transportation, use and disposal of Hazardous Materials or other potentially harmful substances;                                                                                                                                                                                                                                                                                                                     
| | (vi)  |  | remediating Hazardous Materials that have been Released or are in the Environment, preventing the Threat of Release or paying the costs of such remediation; or                                                                                                                                                                                                                                                          
| | (vii) |  | making responsible Persons or polluting Persons pay private parties or third parties, or groups of them, for damages done to their health or the Environment or permitting representatives of the public to recover for injuries done to public assets or
to obtain any other remedies whatsoever;                                                                                                                       
| |       |  | and includes all Environmental Consents;                                                                                                                                                                                                                                                                                                                                                                                 
| | (hh)  |  | "Environmental or Safety Liability"means any Loss arising from, under, or in connection with any of the following:                                                                                                                                                                                                                                                                                                       
| | (i)   |  | any environmental or safety matter or condition (including the presence, use, generation, manufacture, disposal or transport of Hazardous Materials, on-site or off-site contamination, safety or health matters, noise, odour, nuisance or the regulation
of any chemical substance or product);                                                                                                                        
| | (ii)  |  | responsibility, financial or otherwise, under any Environmental Law or Safety Law for clean-up costs or corrective action, including any clean-up, removal, containment or other remediation or response actions required by any Environmental Law or
Safety Law (whether or not such actions have been required or requested by any Governmental Authority or any other Person) and for any natural resource damages; or

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| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) |  | any other compliance, corrective, remedial or other measure or cost required or lawfully imposed under any Environmental Law or Safety Law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)  |  | "ERISA"means theEmployee Retirement Income Security Act of 1974, as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (jj)  |  | "ERISA Affiliate"means any Person which is treated as a single employer with Borrower or any Guarantor under Section 414 of the IRC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (kk)  |  | "Event of Default"has the meaning ascribed thereto in Section 9.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ll)  |  | "Federal Funds Effective Rate"means, for any day, the annual rate of interest equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Banking Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day
which is a Business Day, the average of the quotations for such day on such transactions received by an agent for the Lender from three United States of America federal funds brokers of recognized standing selected by it;                                                                                                                      
| | (mm)  |  | "First Advance"has the meaning ascribed thereto in Section 4.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (nn)  |  | "First Advance Date"has the meaning ascribed thereto in Section 4.1(a);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (oo)  |  | "GAAP"means, at any time, generally accepted accounting principles in effect from time to time in the United States of America as applied in a consistent manner from period to
period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (pp)  |  | "General Pre-Payment Amount"has the meaning ascribed thereto in Section 3.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (qq)  |  | "General Pre-Payment Make-Whole Amount"has the meaning ascribed thereto in Section 3.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (rr)  |  | "Governmental Authority"shall mean (a) any nation, state, county, city, town, borough, village, district or other jurisdiction; (b) any federal, state, local, municipal, foreign
or other government; (c) any governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental power);
(d) any body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, regulatory or taxing authority or power, including the Federal Deposit Insurance Corporation, the Federal Reserve Board, the
Comptroller of the Currency, any central bank or any comparable authority; or (e) any official of the foregoing;

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| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ss)  |  | "Governmental Authorizations"means any permit (including a building permit), licence, registration, approval (including a development approval or a platting or land subdivision approval),
finding of suitability, authorization, plan, directive, order, consent, exemption, waiver, consent order or consent decree of or from, or notice to, action by or filing with, any Governmental Authority;                                                                                                                                                                                                    
| | (tt)  |  | "Governmental Body"means any government, parliament, legislature, or any regulatory authority, agency, commission or board of any government, parliament or legislature, or any court or
(without limitation to the foregoing) any other law, regulation or rule-making entity (including, without limitation, any central bank, fiscal or monetary authority or authority regulating banks), having jurisdiction in the relevant circumstances
over a Person or such Person's property, or any Person acting under the authority of any of the foregoing (including, without limitation, any arbitrator);
| | (uu)  |  | "Governmental Rule"means any applicable federal, state, provincial, regional, local, municipal, foreign or other law, treaty, constitution, statute, regulation, by-law, common law,
principle of common law, code, ordinance, policy, circular, guideline, rule, Order or any other instrument, declaration or statement of a Governmental Authority provided that if the same does not have the force of law, it is generally expected to be
complied with by those to whom it is addressed by the authority enacting or responsible for implementing the same;                                         
| | (vv)  |  | "Guarantor Incorporation Documents"has the meaning ascribed thereto in Section 6.1(g);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ww)  |  | "Guarantors"means, collectively, The Meadows Owner and the Meadows Operators; and"Guarantor"means any one of the Guarantors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (xx)  |  | "Gulfstream/Aventura Mortgage"has the meaning ascribed thereto in Section 5.1(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (yy)  |  | "Gulfstream/Aventura Assignment of Leases and Rents"has the meaning ascribed thereto in Section 5.1(c);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (zz)  |  | "Gulfstream/Aventura Assignment of Material Agreements"has the meaning ascribed thereto in Section 5.1(d);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (aaa) |  | "Gulfstream/Aventura Environmental Indemnity"has the meaning ascribed thereto in Section 5.1(f);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| | (bbb) |  | "Gulfstream/Aventura General Security Agreement"has the meaning ascribed thereto in Section 5.1(e);                                                                                                                                                                                                                                                                                                                                        
| | (ccc) |  | "Gulfstream Development Agreement"means the construction agreement, dated March 3, 2002, between the City of Hallandale Beach and the Borrower, relating to the development of the
Gulfstream Property;                                                                                                                                                                                                                                    
| | (ddd) |  | "Gulfstream Environmental Report"has the meaning ascribed thereto in Section 7.1(w);                                                                                                                                                                                                                                                                                                                                                       
| | (eee) |  | "Gulfstream Facilities"has the meaning ascribed thereto in the second recital hereof;                                                                                                                                                                                                                                                                                                                                                      
| | (fff) |  | "Gulfstream Facilities Completion Date"means the first day of the month following the earliest of: (i) the date on which the Gulfstream Facilities are to be opened to the public for
business; (ii) the date that is four (4) months following completion of construction of the Gulfstream Facilities (for greater certainty, excluding the Gulfstream FF&E), as determined by the Lender, acting reasonably; and
(iii) January 31, 2006;
| | (ggg) |  | "Gulfstream FF&E"means the furniture, fixtures, equipment, machinery and all process related additions to the building relating to the Gulfstream Facilities;                                                                                                                                                                                                                                                                              
| | (hhh) |  | "Gulfstream Guarantee Fee"has the meaning ascribed thereto in Section 5.1(h);                                                                                                                                                                                                                                                                                                                                                              
| | (iii) |  | "Gulfstream Guarantee and Indemnity"has the meaning ascribed thereto in Section 5.1(h);                                                                                                                                                                                                                                                                                                                                                    
| | (jjj) |  | "Gulfstream Lands"means the lands comprised of approximately 214.8 acres (including the Mixed-Use Lands) and having a building area of approximately 350,000 square feet for
the clubhouse and grandstand plus approximately 240,000 square feet for the backstretch, upon which the Gulfstream Facilities are to be reconstructed, located in Broward County and Miami-Dade County, Florida, and legally described on
Schedule 1.1(jjj);  
| | (kkk) |  | "Gulfstream Make-Whole Amount"has the meaning ascribed thereto in Section 3.3;                                                                                                                                                                                                                                                                                                                                                             
| | (lll) |  | "Gulfstream Maturity Date"has the meaning ascribed thereto in Section 2.8;                                                                                                                                                                                                                                                                                                                                                                 
| | (mmm) |  | "Gulfstream Note"has the meaning ascribed thereto in Section 5.1(a);                                                                                                                                                                                                                                                                                                                                                                       
| | (nnn) |  | "Gulfstream Pre-Payment Amount"has the meaning ascribed thereto in Section 3.3;                                                                                                                                                                                                                                                                                                                                                            

10

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| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ooo) |  | "Gulfstream Pre-Payment Notice"has the meaning ascribed thereto in Section 3.3;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ppp) |  | "Gulfstream Property"means the Gulfstream Lands, and all improvements (including without limitation the Gulfstream Facilities) now or hereafter located on the Gulfstream Lands, together
with all tangible and intangible property of the Borrower now or hereafter owned or leased by the Borrower in connection with the Gulfstream Lands or the improvements now or hereafter thereon;                                                                                                                                                                                                                                                                                                                                                                      
| | (qqq) |  | "Gulfstream Repayment Commencement Date"has the meaning ascribed thereto in Section 3.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (rrr) |  | "Gulfstream Restricted Payment Release Conditions"has the meaning ascribed thereto in Section 8.1(t);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (sss) |  | "Gulfstream/Aventura Title Policy"has the meaning ascribed thereto in Section 4.1(r);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ttt) |  | "Gulfstream Unamortized Amount"means, at any time and from time to time, the outstanding principal amount of the Loan, including accrued interest and Costs of the Lender, at such
time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (uuu) |  | "H.15 Statistical Release"has the meaning ascribed thereto in Section 3.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (vvv) |  | "Hazardous Activity"shall include the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, release, storage, transfer,
transportation, treatment or use (including any withdrawal or other use of contaminated groundwater) of Hazardous Materials in, on, under, about and from any of the Properties and/or The Meadows Property or any part thereof and any other act,
business or operation that poses a material risk of harm, to Persons or property on or off the Properties and/or The Meadows Property;                                                                                                                                                                                       
| | (www) |  | "Hazardous Material"shall mean any solid, liquid, gas, odour, heat, vibration, radiation or combination of any of them that may have an adverse effect on the Environment, and includes all
wastes, pollutants, contaminants and each hazardous, toxic, radioactive, noxious, flammable, corrosive or caustic matter or substance, including any substance, material or waste which is or is expected to be regulated by any Governmental Authority
and including any material, substance or waste which is defined as a "contaminant" or "pollutant" or as "hazardous", "toxic", "harmful" or "dangerous" under any provision of any Environmental Law or Safety Law, and including petroleum, petroleum
products, asbestos, asbestos-containing material, urea
| | (xxx) |  | "Holdback Advance"has the meaning ascribed thereto in Section 2.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

11

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| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (yyy)  |  | "Indebtedness"has the meaning ascribed thereto in Section 5.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (zzz)  |  | "Independent Investment Banker"has the meaning ascribed thereto in Section 3.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (aaaa) |  | "Interest Rate"means: (a) from the date of the First Advance until the Gulfstream Facilities Completion Date, a floating rate equal to 2.55% above MID's notional per annum cost of one
month LIBOR borrowings under its principal floating rate credit facility (as designated by MID from time to time) to the extent that MID is able to determine such rate under its floating rate credit facility, and otherwise 2.55% above MID's
notional per annum cost of Base Rate borrowings under its floating rate credit facility, in each case, compounded monthly and (b) from and after the Gulfstream Facilities Completion Date until the Gulfstream Maturity Date, a fixed rate of 10.5%
per annum, compounded semi-annually;
| | (bbbb) |  | "IRC"means the Internal Revenue Code of 1986, as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (cccc) |  | "JV Ground Lease"has the meaning ascribed thereto in Section 5.3;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (dddd) |  | "JV Inter-Creditor Agreement"has the meaning ascribed thereto in Section 5.3;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (eeee) |  | "Lender"means MID Islandi sf., a partnership formed under the laws of Iceland, acting through its Zug Branch, and its successors and permitted assigns;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ffff) |  | "Lender's Counsel"means Davies Ward Phillips & Vineberg LLP, or such other firm or firms of solicitors or counsel as are appointed by the Lender from time to time and notice
of which is provided to the Borrower and the Guarantors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (gggg) |  | "Lender's Florida Agent"means the Miami office of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., or such other firm or firms of solicitors or agents in the State of
Florida as are appointed by the from time to time and notice of which is provided to the Borrower and the Guarantors;                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (hhhh) |  | "Lender's Pennsylvania Agent"means the Pittsburgh office of Pepper Hamilton LLP, or such other firm or firms of solicitors or agents in the Commonwealth of Pennsylvania as are
appointed by the Lender from time to time and notice of which is provided to the Borrower and the Guarantors;                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iiii) |  | "Lender's Pre-Advance Expenses"means all reasonable and documented fees and charges, including legal fees and disbursements, closing costs, recording and notary fees and any other similar
matters pertinent thereto incurred by the Lender and/or its advisors in connection with this Agreement and/or the Loan Documents on or prior to the date of the First Advance;                                                                                                                                                                                                                                                                                                                                                        

12

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| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (jjjj) |  | "LIBOR"means, the rate of interest per annum, calculated on the basis of a year of 360 days, equal to the arithmetic mean, rounded upwards to the nearest whole multiple of
one-sixteenth of one percent (if already not such a multiple), of the rates which appear on the Telerate Page 3750 on the Dow Jones Telerate Service (or any replacement page) as of 11:00 a.m. (London time) on the day which is
two Business Days prior to the first day of the relevant interest period;                                                                                                                                                                                                                                                          
| | (kkkk) |  | "Loan"has the meaning ascribed thereto in Section 2.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (llll) |  | "Loan Amount"means the sum of One Hundred and Fifteen Million Dollars ($115,000,000) plus the Lender's Costs, as such amount may be increased through the accrual of interest in accordance
with and subject to the terms hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (mmmm) |  | "Loan Documents"means, collectively, this Agreement, the Security and all other documents and agreements delivered pursuant hereto and thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (nnnn) |  | "Loss"means any liability, cost, damage, Environmental Damage, loss, obligation, claim, action, suit, fine, penalty, judgment, award, legal or administrative proceeding, other Proceeding,
demand or response, remedial or inspection cost or expense, amount paid in settlement, interest, and expense (including reasonable and documented legal or consulting fees, court costs and other out-of-pocket expenses incurred by or on behalf of the
Lender in investigating, preparing or defending the foregoing);                                                                                                                                                                                                                             
| | (oooo) |  | "Margin Stock"has the meaning ascribed hereto in Section 6.1(ll);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (pppp) |  | "Material Adverse Change"means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or of any
Guarantor, or of either of the Properties, or The Meadows Property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (qqqq) |  | "Material Adverse Effect"means an event, occurrence or condition which has a material adverse effect on (i) the business, assets, operations, liabilities, prospects or financial or
other condition of the Borrower and/or any of the Guarantors, (ii) the ability of the Borrower to complete the Reconstruction, (ii) the ability of the Borrower and/or any of the Guarantors to pay the Indebtedness or perform any of its
obligations in accordance with the terms of this Agreement and the other Loan Documents, (d) the rights and remedies of the Administrative Agent or any Lender under this Agreement or the other Loan Documents, (e) the value of the Collateral,
 or (f) the Lender's security interest in the Collateral or the

13

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| |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (rrrr)  |  | "Material Agreements"means: (i) the Construction Contracts; (ii) the Gulfstream Development Agreement; (iii) the Aventura Property Purchase and Sale Agreement;
(iv) other contracts, agreements, commitments or other documents materially affecting the use, development, leasing, construction and/or operation of either of the Properties and/or The Meadows Property; and (v) any contract, agreement,
commitment or other document, the default under or the termination of which could reasonably be expected to result in a Material Adverse Change;
| | (ssss)  |  | "MEC"means Magna Entertainment Corp., a corporation incorporated and subsisting under the laws of the State of Delaware;                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (tttt)  |  | "MID"means MI Developments Inc., a corporation incorporated under the laws of the Province of Ontario;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (uuuu)  |  | "Mixed-Use Lands"means the lands of approximately 85.7 acres, forming part of the Gulfstream Lands, as more particularly described on Schedule B-1 of the Mixed-Use Property
Pre-Development Agreement, that the Borrower proposes to develop for a mixed-use development;                                                                                                                                                                                                                                                                                   
| | (vvvv)  |  | "Mixed-Use Property"means the Mixed-Use Lands, and all improvements now or hereafter located on the Mixed-Use Lands, together with all tangible and intangible property of the Borrower now
or hereafter owned or leased by the Borrower in connection with the Mixed-Use Lands or the improvements now or hereafter thereon;                                                                                                                                                                                                                                
| | (wwww)  |  | "Mixed-Use Property Pre-Development Agreement"means the pre-development management agreement, dated April 2, 2004, by and between the Borrower, as owner, and Forest City Commercial
Group, Inc., as developer;                                                                                                                                                                                                                                                                                                                                              
| | (xxxx)  |  | "Multiemployer Plan"means any multiemployer plan within the meaning of section 3(37) of ERISA maintained or contributed to by the Borrower,                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (yyyy)  |  | "Negative Stock Pledge Agreement"has the meaning ascribed thereto in Section 5.1(g);                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (zzzz)  |  | "Occupancy Agreements"has the meaning ascribed thereto in Section 6.1(p);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (aaaaa) |  | "Order"means any order, injunction, judgment, decision, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator;                                                                                                                                                                                                                                                                                                                                                                                                         
| | (bbbbb) |  | "Organizational Documents"has the meaning ascribed thereto in Section 6.1(g);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

14

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| |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ccccc) |  | "Permitted Encumbrances"means the encumbrances set out in Schedule 1.1(ccccc) hereto, any Purchase Money Security Interests up to a maximum aggregate amount (together with any Purchase
Money Security Interests disclosed on Schedule 1.1(ccccc)) of $12,500,000, and any other encumbrances from time to time permitted by the Lender, in its sole and absolute discretion, in respect of any of the Properties and/or The Meadows
Property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ddddd) |  | "Permitted Lender Assignee"has the meaning ascribed hereto in Section 10.6;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (eeeee) |  | "Person"means and includes an individual, a partnership, a corporation (including a business trust), a joint stock company, an unincorporated association, a limited liability company, a
limited liability partnership, a joint venture, a trust or other entity or a Governmental Authority;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (fffff) |  | "Plans"has the meaning ascribed thereto in Section 7.1(h);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ggggg) |  | "Pre-Payment Date"has the meaning ascribed thereto in Section 3.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (hhhhh) |  | "Proceeding"means any action, arbitration, audit, claim, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or
informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iiiii) |  | "Properties"means, collectively, the Gulfstream Property and the Aventura Property, and"Property"means any one of the
Properties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (jjjjj) |  | "Purchase Money Obligation"means any indebtedness, liabilities or obligations representing any unpaid part of, or incurred or assumed to pay or refinance the whole or any part of, the cost
of acquisition of any property or asset acquired by the Borrower intended to be used in carrying on the business of the Borrower and any expenditures made for fixed improvements thereto, if such borrowing is incurred or assumed within 24 months
after the acquisition of such property or asset or the making of such expenditures, as the case may be, including Capital Lease Obligations;                                                                                                                                                                                                                                                                                                                                                                           
| | (kkkkk) |  | "Purchase Money Security Interest"means any Encumbrance to secure a Purchase Money Obligation, provided that: (i) the Encumbrance attaches solely to the property or asset acquired or
purchased (excluding any acquired or purchased equity securities) and fixed improvements thereto; (ii) at the time of acquisition of such property or asset, the aggregate principal amount remaining unpaid on all Purchase Money Obligations
secured by such Encumbrance on such property or assets whether or not assumed by the Borrower does not exceed an amount equal to the total purchase price of such property or assets; and (iii) such Purchase Money Obligations shall have been
incurred within the limitations of this Agreement, together with any renewals or replacements of any such Encumbrances on such property or asset, provided that the amounts secured by such renewal or replacement Encumbrance does not increase above the
original amount secured;

15

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| |         |  |                                                                                                                                                                                                                                                                                   
| | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (lllll) |  | "Ranger Construction Stipulated Lump Sum Contract"means the stipulated lump sum contract (AIA A101-1997 Edition), dated April, 2004, between the Borrower and Ranger Construction South,
a member of Vecellio Group, Inc.;                                                        
| | (mmmmm) |  | "Reconstruction"has the meaning ascribed thereto in the second recital hereof;                                                                                                                                                                                                    
| | (nnnnn) |  | "Release"shall mean any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration or other movement
on, into or through the Environment or on, into, through, over or out of any property;
| | (ooooo) |  | "Remaining Term"has the meaning ascribed thereto in Section 3.4;                                                                                                                                                                                                                  
| | (ppppp) |  | "Reportable Event"has the meaning given to that term under ERISA and applicable regulations thereunder;                                                                                                                                                                           
| | (qqqqq) |  | "Request for Advance"means the request for an Advance under the Loan to be submitted by the Borrower in a form acceptable to the Lender;                                                                                                                                          
| | (rrrrr) |  | "Securities"has the meaning ascribed thereto in Section 8.1(t)(iii);                                                                                                                                                                                                              
| | (sssss) |  | "Security"has the meaning ascribed thereto in Section 5.1;                                                                                                                                                                                                                        
| | (ttttt) |  | "Subsequent Advance Date"means the date as defined in Section 4.2(a);                                                                                                                                                                                                             
| | (uuuuu) |  | "Subsequent Advances"has the meaning ascribed thereto in Section 4.2;                                                                                                                                                                                                             
| | (vvvvv) |  | "Substitute Aventura Security"has the meaning ascribed thereto in Section 5.2;                                                                                                                                                                                                    
| | (wwwww) |  | "Substitute Meadows Security"has the meaning ascribed thereto in Section 3.3;                                                                                                                                                                                                     
| | (xxxxx) |  | "Suitt Stipulated Lump Sum Construction Contract"means the stipulated lump sum contract (AIA A101 - 1997 Edition), dated August 2004, between Gulfstream Park Racing
Association, Inc. and Suitt Construction Company, Inc.;                                                      
| | (yyyyy) |  | "Taxes"has the meaning ascribed thereto in Section 3.13(a);                                                                                                                                                                                                                       

16

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| |          |  |                                                                                                                                                                                                                                                                                                                                            
| | -------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (zzzzz)  |  | "The Meadows Assignment of Leases and Rents"has the meaning ascribed thereto in Section 5.1(i)(ii);                                                                                                                                                                                                                                        
| | (aaaaaa) |  | "The Meadows Assignment of Material Agreements"has the meaning ascribed thereto in Section 5.1(i)(iii);                                                                                                                                                                                                                                    
| | (bbbbbb) |  | "The Meadows Construction Loan Agreement"means the construction loan agreement to be entered into between the Lender, as lender, the Guarantors, as borrowers, and the Borrower, as guarantor,
 pursuant to the term sheet dated as of December 8, 2004 between MID and MEC;                                                               
| | (cccccc) |  | "The Meadows Environmental Indemnity"has the meaning ascribed thereto in Section 5.1(i)(v);                                                                                                                                                                                                                                                
| | (dddddd) |  | "The Meadows FF&E"means the furniture, fixtures, equipment, machinery and all process related additions to the building to be constructed in accordance with The Meadows Construction
Loan Agreement;                                                                                                                                      
| | (eeeeee) |  | "The Meadows General Security Agreement"has the meaning ascribed thereto in Section 5.1(i)(iv);                                                                                                                                                                                                                                            
| | (ffffff) |  | "The Meadows Lands"means the lands of approximately 154 acres and having a building area of approximately 200,000 square feet, in the Township of North Strabane, County of
Washington, Commonwealth of Pennsylvania, legally described on Schedule 1.1(ffffff);                                                                           
| | (gggggg) |  | "The Meadows Lender"has the meaning ascribed thereto in Section 3.3;                                                                                                                                                                                                                                                                       
| | (hhhhhh) |  | "The Meadows Loan Documents"means, collectively, The Meadows Construction Loan Agreement, the Security (as such term is defined in The Meadows Construction Loan Agreement) and all
other documents and agreements delivered pursuant thereto;                                                                                             
| | (iiiiii) |  | "The Meadows Operating Lease"means the lease, dated April 5, 2001, between The Meadows Owner (then known as Ladbroke Pennsylvania Racing, Inc.), as lessor, and The Meadows
Operators, as lessees, in respect of The Meadows Property;                                                                                                     
| | (jjjjjj) |  | "The Meadows Operators"means, collectively, Washington Trotting and Mountain Laurel;                                                                                                                                                                                                                                                       
| | (kkkkkk) |  | "The Meadows Property"means The Meadows Lands, and all improvements now or hereafter located on The Meadows Lands, together with all tangible and intangible property of any of the
Guarantors now or hereafter owned or leased by any of the Guarantors in connection with The Meadows Lands or the improvements now or hereafter thereon;

17

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| |          |  |                                                                                                                                                                                   
| | -------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (llllll) |  | "The Meadows Second Mortgage"has the meaning ascribed thereto in Section 5.1(i)(i);                                                                                               
| | (mmmmmm) |  | "The Meadows Security"has the meaning ascribed thereto in Section 5.1;                                                                                                            
| | (nnnnnn) |  | "The Meadows Title Policy"has the meaning ascribed thereto in Section 4.1(s);                                                                                                     
| | (oooooo) |  | "Third Party Senior Lender"has the meaning ascribed thereto in Section 3.3;                                                                                                       
| | (pppppp) |  | "Threat of Release"shall mean a reasonable likelihood of a Release that may require action in order to prevent or mitigate damage to the Environment that may result from
Release;
| | (qqqqqq) |  | "Title Company"has the meaning ascribed thereto in Section 4.1(r);                                                                                                                
| | (rrrrrr) |  | "Unmatured Event of Default"has the meaning ascribed thereto in Section 9.1; and                                                                                                  
| | (ssssss) |  | "Voluntary Pre-Payment Notice"has the meaning ascribed thereto in Section 3.4.                                                                                                    

1.2    Time

All references in this Agreement and each of the other Loan Documents to a time of day shall mean Miami time, unless otherwise indicated.

1.3    Calculation of Interest and Fees

All calculations of interest and fees under this Agreement and the other Loan Documents for any period (a) shall include the first day of such period and,
provided that payment is received by Lender, as the case may be, by 11:00 a.m. on the due date for payment, shall exclude the last day of such period and (b) shall be calculated on the
basis of a year of 360 days for actual days elapsed. At the written request of the Borrower, the Lender shall advise the Borrower of the floating rate of the Interest Rate in effect from time
to time prior to the Gulfstream Facilities Completion Date.

1.4    Currency

All dollar amounts expressed herein shall refer to the lawful currency of the United States of America.

18

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1.5    Governing Law

This Agreement shall be in accordance with and governed by the laws of the State of Florida and the laws of the United States of America applicable
therein, without reference to conflict of interest rules.

1.6    Inconsistencies

In the event of any inconsistency or conflict between the terms of this Agreement and the terms of any of the Security, the terms of this Agreement shall govern.

1.7    Non-Business Days

Whenever any payment to be made hereunder shall be stated to be due or any action is required to be taken hereunder on a day which is not a Business Day, such
payments shall be made or such action shall be taken, as the case may be, on the next succeeding Business Day and in the case of the payment of any monetary amount, such extension of time shall in
such case be included for the purpose of computation of interest payable hereunder.

1.8    Late Payments

If any payment on a Business Day required to be made hereunder by the Borrower is made after 11:00 a.m., such payment shall be deemed to have been made on
the next Business Day.

1.9    Accounting Terms

All accounting terms not specifically defined herein shall be construed in accordance with GAAP and, except as otherwise provided herein, all financial data and
statements submitted pursuant to this Agreement shall be prepared in accordance with such principles.

1.10    Interpretation Not Affected By Headings, Etc.

The division of this Agreement into Articles, Sections, Subsections, Paragraphs and Subparagraphs and the insertion of headings and an index are for convenience
of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Loan Agreement", "this Agreement", "hereof", "herein", and "hereunder" and similar
expressions refer to this Agreement and not to any particular Article, Section, Subsection, Paragraph or Subparagraph or other portion hereof and include any agreement or instrument supplementary or
ancillary hereto.

19

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1.11    Rules of Construction

Words importing the singular number only shall include the plural andvice-versa. Words importing the
use of any gender shall include all genders. Words importing Persons shall include firms and corporations andvice versa. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set
forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns, (c) unless otherwise expressly stated, all references
in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references
elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (d) any reference to any law or regulation herein shall, unless otherwise specified, refer
to such law or regulation as amended, modified or supplemented from time to time and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

1.12    Severability

In the event that one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law,
the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby; provided, however, that if any provision contained herein which materially
affects the ability of the Borrower to perform its obligations hereunder and under the Security or materially affects the validity, value or enforceability of this Agreement or the Security shall be
invalid, illegal or unenforceable, the Lender may, by written notice to the Borrower, elect to terminate its obligation to make any Advances hereunder. Each of the provisions of this Agreement is
hereby declared to be separate and distinct.

1.13    Schedules

The following schedules are attached hereto and are incorporated in and are deemed to be an integral part of this Agreement:

Schedule 1.1(h):

Legal Description of the Aventura LandsSchedule 1.1(jjj):

Legal Description of the Gulfstream LandsSchedule 1.1(ccccc):

Permitted EncumbrancesSchedule 1.1(ffffff):

Legal Description of The Meadows Lands


20

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ARTICLE 2     THE LOAN

2.1    Loan Amount

Subject to the terms and conditions of this Agreement, the Lender agrees to lend to the Borrower up to One Hundred and Fifteen Million Dollars ($115,000,000) plus
the Lender's Costs, as such amount may be increased through the accrual of interest in accordance with and subject to the terms hereof
(the "Loan"). The Loan may be used solely for the purpose of financing the Construction Costs and the Lender's Costs as herein contemplated and
for no other purpose. Any Advances made and subsequently repaid may not be reborrowed.

2.2    Advances

The Borrower shall be entitled to obtain Advances under the Loan upon the following terms and conditions:



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2.3    Holdbacks

Each Advance shall be subject to a holdback by the Lender in an amount determined by the Lender, acting reasonably, and taking into account applicable laws, the
Construction Contracts and any other construction contracts relating to the Reconstruction, which holdback shall be advanced to the Borrower in accordance with the provisions of Section 2.4.

2.4    Holdback Advances

Upon notification to the Lender by the Cost Consultant of the expiry of all applicable lien periods that relate to the Reconstruction, the Borrower shall be
entitled to obtain, as an Advance under the Loan (herein called a "Holdback Advance"), the amounts held back pursuant to Section 2.3, but only
upon and in compliance with the following terms and conditions:



2.5    Advance Payments

The proceeds of all Advances shall be paid to the Borrower by way of deposit into the Borrower's current account as specified to the Lender in writing from time
to time, provided that the Lender may, upon the direction of the Borrower, pay all or part of such proceeds directly to a third party to the extent of any Construction Costs owed to such party which
are the subject of such Advance. At its discretion, the Lender may make payment of all or part of such proceeds directly to a third party where necessary in order to preserve the priority of the
Security. The Borrower acknowledges that all proceeds advanced hereunder are subject to the terms hereof, including the restrictions set out in Section 8.1(t).

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2.6    Evidences of Advances

The Lender shall maintain a book of account evidencing the indebtedness of the Borrower resulting from each Advance made from time to time and the amounts of
principal, interest and other fees payable and paid, and the amount of interest accrued in accordance with the terms hereof, from time to time hereunder. In any legal action or proceeding in respect
of this Agreement, the entries made in such book shall be in the absence of manifest error conclusive evidence of the amounts of the obligations of the Borrower therein recorded.

2.7    Termination

In addition to the rights of the Lender to terminate this Agreement contained in Section 9.2, the Lender shall have the right to terminate this Agreement
and shall, upon such termination, be under no further obligation to make any Advances pursuant hereto, in the event that the First Advance has not occurred on or prior to December 31, 2004,
whether due to the failure of the Borrower to request the First Advance, to satisfy the conditions set out in Section 4.1 in connection with a request from the Borrower for an Advance, or
otherwise, unless the failure for which is solely attributable to the Lender or its consultants.

2.8    Term

Unless otherwise accelerated pursuant to the Loan Documents (as hereinafter defined), the Loan shall mature on the date on the tenth anniversary date of
the Gulfstream Facilities Completion Date (the "Gulfstream Maturity Date").

2.9    Cost Consultant

In connection with the transactions contemplated hereunder and under the other Loan Documents, the Lender shall have the right (but not the duty) to employ
such consultants (hereinafter a "Cost Consultant"), as it may deem appropriate from time to time, to (a) review and make recommendations
regarding the work to be performed pursuant to the Construction
Contracts, (b) inspect the Gulfstream Property from time to time to ensure that the Gulfstream Facilities are being duly reconstructed in accordance with the Construction Contracts and the Loan
Documents, (c) review and make recommendations regarding any elements of a request for disbursement, (d) obtain information and documentation respecting the reconstruction of the
Gulfstream Facilities, attend meetings respecting the reconstruction of the Gulfstream Facilities and formulate reports for the Lender pertaining to the reconstruction of the Gulfstream Facilities and
(e) perform such other construction related services with respect to the Gulfstream Property as the Lender from time to time may require, all solely on behalf of the Lender. The reasonable
costs and disbursements of such consultants shall be paid by the Borrower upon demand from the Lender, which demand shall be accompanied by an invoice from the Cost Consultant or the Lender. Neither
the Lender nor any Cost Consultant shall be deemed to have assumed any responsibility to, or be liable to, the Borrower or any Guarantor with respect to any actions taken or omitted by the Lender or
such consultants pursuant to this Section. The Borrower shall be entitled to receive, at its expense, copies of all reports of the Cost Consultant, but shall not be entitled to rely on any statements
or actions of the Cost Consultant or any of the Lender's other consultants. Neither the Cost Consultant nor any other consultant retained by the Lender shall have the power or authority to grant any
consents or approvals or bind the Lender in any manner, absent written confirmation from the Lender of the accuracy of the information conveyed by such consultant to the Borrower. Any action referred
to hereunder as being taken by the Cost Consultant may, at the Lender's election in its sole and absolute discretion, instead be taken by the Lender.

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ARTICLE 3     PAYMENTS AND INTEREST

3.1    Repayment

Principal and interest (together with accrued interest) in respect of the Loan shall, subject to the repayment deferral contemplated below, be payable monthly in
advance in 12 equal blended monthly instalments per annum of principal and interest (except as otherwise herein provided, based on a 25 year amortization commencing on the Gulfstream
Facilities Completion Date) without demand from and after the Gulfstream Repayment Commencement Date.

Without
limiting the generality of Sections 3.3, 3.4, and 9.2, payment of principal and interest payable under this Agreement by the Borrower shall commence without demand
on January 1, 2008 (the "Gulfstream Repayment Commencement Date").

The
Borrower shall make all payments due hereunder by payments to the Lender at a bank account specified by the Lender from time to time.

On
the Gulfstream Maturity Date, the Borrower shall pay to the Lender the entire amount then owing under the Loan (including without duplication, all accrued and unpaid interest, fees
and other amounts owing), and the Gulfstream Unamortized Amount (including any interest accrued and added to principal) as of such date.

3.2    Prepayment

The Borrower shall have no right to pre-pay or otherwise repay the amounts owing under this Agreement except in accordance with the provisions of
Sections 3.3 and 3.4.

3.3    Gulfstream Prepayment

The Lender acknowledges that the Guarantors will likely require the Additional Financing from a third party lender (the "Third
Party Senior Lender"). Within 180 days of the date hereof, the Guarantors shall provide the Lender (and the affiliate, if any, of the Lender that has entered into
a construction loan agreement with the Guarantors in connection with the development of The Meadows Property ("The Meadows Lender")) with a written
notice setting out in detail the proposed terms of the Additional Financing, including the proposed amount, term, interest rate, use of proceeds and security in respect of the Additional Financing,
which terms shall be subject to approval by the Lender and The Meadows Lender, in each case acting reasonably. The Lender and The Meadows Lender will then use commercially reasonable efforts to
negotiate within 60 days an inter-creditor/non-disturbance agreement (the "Additional Financing Inter-Creditor Agreement")
among themselves and the Third Party Senior Lender, providing that, among other things:

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The
parties agree that The Meadows Lender and the Lender shall have no obligation to enter into the Additional Financing Inter-Creditor Agreement unless such agreement incorporates the
foregoing and is on terms satisfactory to The Meadows Lender and the Lender, in each case acting reasonably for an arm's length lender and without regard to any shareholder relationship between the
lenders and the borrowers.

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In
the event that the Lender, The Meadows Lender and the Third Party Senior Lender are unable to negotiate and enter into the Additional Financing Inter-Creditor Agreement within the
time prescribed, The Meadows Construction Loan Agreement shall terminate, and the Guarantors may, within a period of 90 days from the date that the Lender advises the Borrower and the
Guarantors of the failure of the Lender, The Meadows Lender, and the Senior Third Party Lender to agree to the terms of the Additional Financing Inter-Creditor Agreement, substitute The Meadows
Security provided by the Guarantors (the "Substitute Meadows Security") in respect of this Agreement, provided that (a) the Substitute
Meadows Security is either (i) cash or one or more letters of credit drawn on a bank or banks acceptable to the Lender, acting reasonably, or (ii) other property acceptable to the
Lender, acting reasonably, (b) the Lender is satisfied, acting reasonably, that the realizable value of the Substitute Meadows Security is not less than the value of The Meadows Security, and
(c) the Guarantors pay all costs (including those of the Lender) in connection with such substitution of The Meadows Security.

If,
for any reason, the Guarantors do not provide the Substitute Meadows Security in accordance with the terms hereof, the Borrower shall have the right, exercisable during the
90 day period referred to in the immediately preceding paragraph, to deliver a notice (the "Gulfstream Pre-Payment Notice") to
the Lender indicating that the Borrower will be: (i) pre-paying the entire amount then owing under the Loan (the "Gulfstream Pre-Payment
Amount"), including without duplication, all accrued and unpaid interest, fees, expenses, closing costs and other amounts owing and the Gulfstream Unamortized Amount, and
(ii) paying the Gulfstream Make-Whole Amount (as defined below).

The
"Gulfstream Make-Whole Amount" is the amount equal to the breakage costs which would be incurred by MI D (whether or not
actually incurred) in pre-paying any financing or in liquidating any deposits which it might have undertaken or placed in connection with the provision of the Loan (provided that, for the
purpose of such calculation, the maximum amount of such financing and/or deposits shall be One Hundred and Fifteen Million Dollars ($115,000,000) plus all accrued and unpaid interest, fees, expenses
and other amounts then owing under the Loan), assuming that the entire amount of the Loan was fully drawn and is being pre-paid, whether or not this is, in fact, the case.

On
receipt of full payment of the Gulfstream Pre-Payment Amount plus the Gulfstream Make-Whole Amount (plus all costs and expenses incurred by the Lender in
connection with such pre-payment), which amounts will be paid together by the Borrower on the date set forth in the Gulfstream Pre-Payment Notice (which date will be no less
than 15 days and no more than 30 days after the date on which the Lender receives the Gulfstream Pre-Payment Notice), the Lender will promptly execute and
deliver a full release of the Security and obligations contemplated herein and in the other Loan Documents, but in no event shall such release operate as a release of any indemnity provisions or other
provisions which are stated to survive a termination and/or release of any such security or obligations.

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3.4    General Prepayment

In addition to the pre-payment right set out in Section 3.3, the Borrower shall have the right to pre-pay the Loan, provided that:
(i) the Borrower pays the Loan Amount (including without duplication, all accrued and unpaid interest, fees and other amounts owing, and the Gulfstream Unamortized Amount (including any
interest accrued and added to the principal) as of such date) (the "General Pre-Payment Amount") together with the General
Pre-Payment Make-Whole Amount; and (iii) the Borrower cancels any undrawn portion of the Loan. Notice of such voluntary pre-payment
(a "Voluntary Pre-Payment Notice") shall be given by the Borrower (which notice shall be irrevocable when given) to the Lender not
later than 30 Business Days prior to the date of such pre-payment, specifying the date of such pre-payment (the "Pre-Payment
Date").

The
"General Pre-Payment Make-Whole Amount" is the amount that, if invested by the Lender on the
Pre-Payment Date for a term equal to the time period from the Pre-Payment Date to the Gulfstream Maturity Date at a rate equal to the U.S. Government Treasury Yield plus
150 basis points as of the Pre-Payment Date, would yield an amount necessary to provide the Lender with a yield on the entire amount of the Loan (irrespective of the amounts
actually drawn) such that the aggregate of the make-whole amount paid and the earned income would equal the interest that the Lender would have received under the Loan from the
Pre-Payment Date to the Gulfstream Maturity Date. For the purposes hereof, "U.S. Government Treasury Yield" means means a rate of interest per annum equal to the weekly average
yield to maturity of United States Treasury Notes that have a constant maturity that corresponds to the remaining term to maturity of the Loan, calculated to the nearest 1/12th of a year
(the "Remaining Term"). The Treasury Yield will be determined as of the third business day immediately preceding the Pre-Payment
Date. The weekly average yields of United States Treasury Notes will be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York
and designated "H.15(519) Selected Interest Rates" or any successor release (the "H.15 Statistical Release"). If the
H.15 Statistical Release sets forth a weekly average yield for United States Treasury Notes having a constant maturity that is the same as the Remaining Term, then the Treasury Yield
will be equal to such weekly average yield. In all other cases, the Treasury Yield will be calculated by interpolation, on a straight-line basis, between the weekly average yields on the
United States Treasury Notes that have a constant maturity closest to and greater than the remaining term and the United States Treasury Notes that have a constant maturity closest to
and less than the Remaining Term (in each case as set forth in the H.15 Statistical Release). Any weekly average yields so calculated by interpolation will be rounded to the nearest
1/100th of 1%, with any figure of 1/200 of 1% or above being rounded upward. If weekly average yields for United States Treasury Notes are not available in the H.15 Statistical
Release or otherwise, then the Treasury Yield will be calculated by interpolation of comparable rates selected by the Independent Investment Banker. For purposes of this Section 3.4,
"Independent Investment Banker" means a primary United States Government securities dealer appointed by the Lender after consultation with the
Borrower.

On
receipt of full payment of the General Pre-Payment Amount plus the General Pre-Payment Make-Whole Amount (plus all costs incurred by the Lender
and, if The Meadows Construction Loan Agreement is then in force, The Meadows Lender, in connection with such pre-payment), which amounts will be paid together by the Borrower (and, if The
Meadows Construction Loan Agreement is then in force, the Guarantors) on the date set forth in the Voluntary Pre-Payment Notice (which date will be no less than 15 days and no more
than 30 days after the date on which the Lender (and, if The Meadows Construction Loan Agreement is then in force, The Meadows Lender) receives the Voluntary Pre-Payment Notice),
the Lender (and, if The Meadows Construction Loan Agreement is then in force, The Meadows Lender) will promptly execute and deliver a full release of the Security held by them with respect to the
transactions and obligations contemplated herein, but in no event shall such release operate as a release of any indemnities which are stated to survive a termination and/or release of any such
security or obligations.

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Notwithstanding
the foregoing, the parties agree that in the event that The Meadows Construction Loan Agreement has not been terminated by the Guarantors or The Meadows Lender, it is a
condition to the exercise by the Borrower of its rights under this Section 3.4 that the Guarantors exercise their prepayment rights under the equivalent section of The Meadows Construction Loan
Agreement concurrently and that any amounts payable thereunder and under the equivalent provisions of The Meadows Construction Loan Agreement are due and payable, and are paid, on the same day.

3.5    Interest

All Advances, including accrued and unpaid interest, fees, expenses and Lender's Costs, shall bear interest, before and after default, at the Interest Rate, with
interest on overdue interest at the rate as was applicable immediately prior to any arrears.

Interest
shall accrue daily, be calculated in accordance with Section 1.3 and be due and payable in accordance with Section 3.1; provided, however, that:
(a) any interest payable on Advances accruing prior to the Gulfstream Facilities Completion Date shall be added to the then outstanding principal amount of the Loan on and as of the date such
interest was otherwise due and payable hereunder, in which event the interest amount so accrued shall be treated as principal for all purposes; and (b) any interest accruing from and including
the Gulfstream Facilities Completion Date to but excluding the Gulfstream Repayment Commencement Date shall accrue daily, be calculated in accordance with Section 1.3, be compounded
semi-annually and be due and payable commencing on the Gulfstream Repayment Commencement Date, in accordance with the terms set out in Section 3.1.

3.6    Unwinding Costs

The Borrower shall, from time to time, indemnify the Lender and hold it harmless from and against any and all costs, losses, liabilities or expenses, including
losses of profits, whether on account of interest paid by the Lender to lenders of funds borrowed by it or depositors of funds deposited with it to make or maintain any Advance which it may suffer or
incur as a result of any failure by the Borrower to borrow any funds after requesting an Advance (except where such failure is the result of the refusal of the Lender to make such funds available
where the Borrower is otherwise entitled to borrow such funds hereunder). The obligations of the Borrower under this Section 3.6 shall survive the payment and performance of the Indebtedness,
liabilities and obligations of the Borrower under, and the termination and release by the Lender of, this Agreement and the other Loan Documents.

3.7    Application of Expropriation Proceeds

Upon the lawful expropriation or condemnation of the whole or any portion of any of the Properties, the proceeds of such expropriation or condemnation, after
deducting amounts required to satisfy the interests of Permitted Encumbrances, up to but not exceeding the amount of the Loan outstanding at the time of the expropriation or condemnation shall be paid
immediately over to the Lender, which shall not be considered a pre-payment. The proceeds of such expropriation or condemnation may be applied by the Lender in repayment of the principal
amount of the Loan then outstanding in accordance with the provisions hereof.

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3.8    Interest on Fees and Other Charges

All fees and other charges or amounts outstanding after demand, maturity, default or judgment owing to the Lender shall bear interest at a rate per annum equal to
the Interest Rate. Such interest shall be determined daily, payable on demand and compounded monthly in arrears on the last day of each calendar month.

3.9    Set-Off and Counterclaim

To the fullest extent permitted by law, the Borrower shall make all payments hereunder regardless of, but without prejudice to or otherwise releasing the Lender
of or from, any liability, defense or counterclaim, including, without limitation, any defense or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any
governmental authority or regulatory body which may adversely affect the Borrower's obligation to make, or the Lender's right to receive, such payments. The Borrower grants to the Lender the right to
set off all accounts, credits or balances owed by the Lender to the Borrower against the aggregate amount of principal, interest, fee and other amounts due hereunder or under any other Loan Document
when any such amount shall become due and payable, whether at maturity, upon acceleration of maturity thereof or otherwise.

3.10    Costs, Expenses, Etc.

The Borrower agrees that all Costs incurred by the Lender, including in connection with the preparation, execution, delivery and amendment of this Agreement, the
Security, any other Loan Documents and/or the Lender's due diligence, including legal, accounting, environmental and other professional fees and expenses, shall be for the account of the Borrower, and
(a) provided that there has not occurred an Event of Default or Unmatured Event of Default, and that there remains sufficient borrowing availability hereunder, and provided that such amounts
are incurred prior to the Gulfstream Facilities Completion Date, shall be deemed for all purposes to have been paid through deemed Advances by the Lender to Borrower under this Agreement and
(b) provided that such amounts are incurred on and after the Gulfstream Facilities Completion Date or prior to such date if an Event of Default has occurred and is continuing, shall be paid by
the Borrower to the Lender promptly following receipt of an invoice therefor. The Borrower further agrees to promptly pay all such reasonable Costs incurred by the Lender, and all such Costs incurred
by the Lender in connection with the underwriting, approval, documentation, modification, workout, collection or enforcement of the Loan or any of the Loan Documents (as applicable), including,
without limitation, all fees and expenses, including attorneys' fees and expenses incurred by the Lender in the interpretation and enforcement of its rights hereunder and under the other Loan
Documents, including the interpretation and enforcement of any of the Construction Contracts by the Lender, and all such Costs shall be included as additional indebtedness bearing interest at the
Interest Rate set forth hereunder and in the Gulfstream Note until paid. For the purposes hereof, "Costs" means all reasonable expenditures and expenses
which may be paid or incurred by or on behalf of the Lender, including repair costs, payments to remove or protect against liens, attorneys' (primary and local) and legal fees and costs (including,
but not limited to, all appellate level and post judgment proceedings), receivers' fees, appraisers' fees, engineers' fees, accountants' fees, independent consultants' fees (including environmental
and insurance consultants), all reasonable costs and expenses incurred in connection with any of the foregoing, the Lender's out-of-pocket costs and expenses related to any
audit or inspection of the Properties, outlays for documentary and expert evidence, stenographers' charges, documentary transfer and stamp taxes, intangible taxes, escrow fees, publication costs, and
costs (which may be estimates as to items to be expended after entry of an order or judgment) for procuring all such abstracts of title, title searches and examination, title insurance policies, and
similar data and assurances with respect to title as the Lender may deem reasonably necessary either to prosecute any action or to evidence to bidders at any sale of any collateral the true condition
of the title to, or the value
of, such collateral. "Costs" shall also include the reasonable fees and expenses of any of the Lender's consultants retained by the Lender pursuant to the terms of this Agreement. Following the
Gulfstream Facilities Completion Date, in the event that the Borrower shall at any time fail to remit payments of any such Costs to the Lender within 30 days of the Lender's request for
payment, then the Lender reserves the right, at any time(s) in the future, to require the Borrower to deposit with the Lender an amount of cash equal to the estimated Costs to be incurred by
the Lender (a "Cost Retainer") on account of any pending matter which may result in Costs being incurred by the Lender which the Borrower is
responsible to pay to the Lender hereunder. In such an event, the Lender shall have the right to require a Cost Retainer prior to being obligated to take any action required of the Lender under the
Loan Documents. Upon written request from the Borrower, the Lender shall provide to the Borrower an accounting as to the receipt and expenditure of each Cost Retainer delivered to the Borrower.

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3.11    Payment of the Borrower's Expenses

Upon prior written notice to the Borrower, the Lender shall on behalf of the Borrower, be entitled to make payment of expenses which are the obligation of the
Borrower hereunder or under the Security when payment of the same has not been made by the Borrower in a timely manner and the amount of such payment shall be added to the principal amount of the Loan
then outstanding. In particular the Lender shall be entitled to pay any of the expenses referred to in Section 3.10, and shall, upon prior consultation with the Borrower, be entitled to
make payment to any lien claimants to the extent of any claims which constitute a priority over the Security. Any amounts so paid by the Lender shall be taken into consideration in the application of
the pre-conditions, restrictions and limitations to be applied to respective Advances hereunder.

3.12    Maximum Interest Rate

Notwithstanding anything to the contrary contained herein in the event that the Interest Rate exceeds the maximum rate of interest allowed by applicable law, as
amended from time to time, in any interest period during the term of the Loan, only the maximum rate of interest allowed shall then be charged but thereafter in any interest period or periods during
which the rate is less than the maximum rate allowed by applicable law, as amended from time to time, the Interest Rate shall be increased so that the Lender may collect interest in such amount as may
have been charged pursuant to the terms of the Gulfstream Note, but which was not charged because of the limitation imposed by law. It is the intent of the parties hereto that in no event shall the
amount of interest due or payment in the nature of interest payable hereunder exceed the maximum rate of interest allowed by applicable law, as amended from time to time, and in the event any such
payment is paid by the Borrower or received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender, in writing, that the Borrower
elects to have such excess sum returned to it forthwith. The Lender may, in determining the maximum rate of interest allowed under applicable law, as amended from time to time, take advantage of:
(i) the rate of interest permitted by Section 655.56, Florida Statutes, by reason of both Section 687.12 Florida Statutes ("Interest rates; parity among licensed lenders or
creditors") and 12 United States Code, Sections 85 and 86, and (ii) any other law, rule, or regulation in effect from time to time, available to the Lender which
exempts the Lender from any limit upon the rate of interest it may charge or grants to Lender the right to charge a higher rate of interest than that allowed by Florida Statutes, Chapter 687.

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3.13    Payments Free of Withholding Taxes



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ARTICLE 4     ADVANCES UNDER THE LOAN

4.1   First Advance

The Borrower shall be entitled to obtain the first Advance (herein called the "First Advance") under the Loan
upon, and only in compliance with the following terms and upon satisfaction of the following conditions, all in form and substance satisfactory to the Lender in its sole discretion:





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4.2   Subsequent Advances

The Borrower shall be entitled to obtain subsequent advances of funds (herein called "Subsequent Advances") under
the Loan, upon the following terms and conditions:



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ARTICLE 5     SECURITY FOR LOAN

5.1   General

As evidence of, and security for, the Loan and all other obligations, liability and indebtedness of the Borrower hereunder and under the other Loan Documents,
both present and future (the "Indebtedness"), the Borrower shall deliver to the Lender, in form satisfactory to the Lender and its counsel, on or
before the First Advance Date:



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The
security set out above in this Section 5.1 (except the Gulfstream Note) is herein called the "Security", and all such security
set out above in this Section 5.1 granted by any of the Guarantors is herein called "The Meadows Security".

5.2   Right to Substitute Security for the Aventura Property

The Borrower shall have the right at any time to provide substitute security for the Aventura Property (the "Substitute Aventura
Security"), provided that (a) the Substitute Aventura Security is either (i) cash or one or more letters of credit drawn on a bank or banks acceptable to the
Lender, acting reasonably, or (ii) other property acceptable to the Lender, acting reasonably, (b) the Lender is satisfied, acting reasonably, that the realizable value of the Substitute
Aventura Security is not less than the value of the Aventura Property, and (c) the Borrower pays all costs and expenses (including those of the Lender) in connection with such substitution of
security. The Lender and the Borrower hereby agree that the value of the Aventura Property at any time shall be deemed to be the greater of (a) Fifty-Five Million Dollars
($55,000,000) and (b) the value as determined by the Lender, acting reasonably and based on one or more fair market value appraisals conducted by one or more qualified appraisers determined by
the Lender, acting reasonably, at the time of any request to substitute security.

5.3   Development of the Mixed-Use Property

The Lender acknowledges that the Borrower intends to jointly develop the Mixed-Use Property with a third party.

Promptly
following written request from the Borrower and the Guarantors, the parties will use commercially reasonable efforts to negotiate within 90 days an
inter-creditor/non-disturbance agreement (the "JV Inter-Creditor Agreement"), on terms satisfactory to the Lender and The Meadows
Lender, in each case acting reasonably, that provides that, upon the Mixed-Use Property being subdivided from the remainder of the Gulfstream Property, on terms acceptable to the Lender,
acting reasonably, the Lender and The Meadows Lender will subordinate their respective security interests in such Mixed-Use Property to the joint venture's interest, as tenant, in the
99-year ground lease (the "JV Ground Lease") that the Borrower will be entering into with the joint venture; provided that:
(a) the Lender and The Meadows Lender will be granted a first- and second-ranking security interest, respectively, over: (i) the Borrower's (or any Affiliate's) interest in the JV
Ground Lease; and (ii) the Borrower's (or any Affiliate's) interest in the joint venture entity; (b) the Lender and The Meadows Lender shall be satisfied, acting reasonably, that
such joint development shall not adversely impact the access to or the structural integrity of the Gulfstream Facilities, (c) the requirement that the tenant under the JV Ground Lease, the
Borrower, the Lender and The Meadows Lender enter into a reciprocal easement agreement, on terms satisfactory to the Lender, acting reasonably, (d) the Lender and The Meadows Lender shall
receive from a reputable title insurance company approved by the Lender and The Meadows Lender, acting reasonably, such title insurance endorsements as are reasonably requested by the Lender and The
Meadows Lender to insure the continued priority and validity of their security interests under their respective mortgages in respect of the remaining portion of the Gulfstream Property, and
(e) any financing related to the joint venture shall be on terms subject to the approval of the Lender and The Meadows Lender, acting reasonably.

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5.4   Alternative Gaming

The Lender understands that the Borrower may wish to renovate and/or expand, at the Borrower's sole cost and expense, the Gulfstream Facilities in order to
accommodate alternative gaming if legalized in the State of Florida. The Lender agrees that it will grant the Borrower any necessary consents under this Agreement and its Security to permit such
renovation and/or expansion; provided that the Lender is satisfied, acting reasonably, (a) that all necessary alternative gaming licences, construction permits and other municipal approvals
have been received in respect of such renovation and/or expansion, (b) with the terms of any financing required in connection with such renovation and/or expansion, and (c) that such
renovation and/or expansion will not adversely impact (i) the ability of the Gulfstream Borrower to continue to meet its obligations under this Agreement, (ii) the structural integrity
of the Gulfstream Facilities and/or (iii) the ability of the Lender to realize on the Security held by the Lender.

The
Lender further agrees to consider in good faith and act reasonably in reviewing any request from the Borrower to restructure the Security held by the Lender in order to accommodate
the financing of a renovation and/or expansion of the Gulfstream Facilities to house alternative gaming; provided that: (a) the provisos set forth in the immediately preceding paragraph are
complied with; (b) nothing herein shall require the Lender to subordinate or postpone its Security or impair its value; and (c) all costs and expenses reasonably incurred by the Lender
in reviewing such request and/or restructuring such Security shall be paid for by the Borrower.

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ARTICLE 6     REPRESENTATIONS AND WARRANTIES

6.1   Borrower's and Guarantors' Representations and Warranties

To induce the Lender to enter into the Loan Documents and to make the Loan, the Borrower hereby makes the following representations and warranties with respect to
itself and its subsidiaries, and the Guarantors hereby make the following representations and warranties with respect to themselves and their subsidiaries as of the date hereof (provided that each of
the representations and warranties is qualified by the disclosure schedule to be delivered by the Borrower and the Guarantors to the Lender concurrently with the execution of this Agreement):



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| |  | Beneficial Holder         |  | Class of Shares |  | Number of Shares
| |  | ------------------------- |  | --------------- |  | ----------------
| |  | Magna Entertainment Corp. |  | common          |  | 11,232          

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| |  | Beneficial Holder         |  | Class of Shares |  | Number of Shares
| |  | ------------------------- |  | --------------- |  | ----------------
| |  | Magna Entertainment Corp. |  | n/a             |  | 100             



| |  | Beneficial Holder         |  | Class of Shares |  | Number of Shares
| |  | ------------------------- |  | --------------- |  | ----------------
| |  | Magna Entertainment Corp. |  | common          |  | 100             



| |  | Beneficial Holder         |  | Class of Shares |  | Number of Shares
| |  | ------------------------- |  | --------------- |  | ----------------
| |  | Magna Entertainment Corp. |  | common          |  | 100             



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6.2   Survival of Borrower's and Guarantors' Representations

All representations and warranties of the Borrower and the Guarantors in this Agreement, the Loan Documents and all representations and warranties in any
certificate delivered by the Borrower pursuant hereto and thereto, shall survive execution of the Loan Documents and the making of the Loan, and may be relied upon by the Lender as being true and
correct with effect as of the date given (either initially or as brought down) until the Loan is fully and irrevocably paid. Without derogating from the foregoing, the representations and warranties
of the Borrower and each of the Guarantors set out in Section 6.1(w) shall survive the payment and performance of the Indebtedness, liabilities and obligations of the Borrower under, and
the termination and release by the Lender of, this Agreement and the other Loan Documents.

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6.3   Lender's Representations and Warranties

The Lender hereby represents and warrants that: (a) this Agreement and the other Loan Documents executed by the Lender have each been duly authorized,
executed and delivered by the Lender and each constitutes the legally binding obligation of the Lender, enforceable against the Lender in accordance with its respective terms; (b) the Lender is
the Zug Branch of a partnership duly formed, validly existing and in good standing under the laws of Iceland; and (c) the Lender has full right, power and authority to execute this Agreement
and those other Loan Documents executed by it on its own behalf and no consents of third parties are required which have not been, or will not be, obtained.

ARTICLE 7    AFFIRMATIVE COVENANTS

7.1   Covenants

The Borrower and the Guarantors covenant and agree with the Lender that from the date of this Agreement and thereafter until the Loan (including interest
thereon), and all fees and expenses to be paid by the Borrower to the Lender hereunder, are paid in full:



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ARTICLE 8     NEGATIVE COVENANTS

8.1   Negative Covenants

Except as expressly permitted under this Agreement and the other Loan Documents, from the date of this Agreement and thereafter until the Loan has been paid in
full the Borrower covenants and agrees with the Lender as follows:



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ARTICLE 9     EVENTS OF DEFAULT; ACCELERATION OF INDEBTEDNESS

9.1   Events of Default

The occurrence or existence of any one or more of the following shall constitute an "Event of Default" hereunder:



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9.2   Acceleration; Remedies

Upon the occurrence of an Event of Default, unless the Lender elects to waive such default in its sole and absolute discretion: (i) the Gulfstream Loan
Amount including without duplication all accrued and unpaid interest, fees, expenses, closing costs and other amounts owing and the Gulfstream Unamortized Amount; and (ii) the General
Pre-Payment Make-Whole Amount shall become immediately due and payable without notice to the Borrower and the Lender shall be entitled to all of the rights and remedies
provided in the Loan Documents or at law or in equity. Each remedy provided in the Loan Documents is distinct and cumulative of all other rights or remedies under the Loan Documents or afforded by law
or equity, and may be exercised concurrently, independently, or successively, in any order whatsoever. Upon the occurrence of an Event of Default, the Lender shall be entitled to remain in possession
of the Property or any other collateral pledged to secure any obligation of the Borrower to the Lender, and to collect the rents therefrom and the Borrower shall and hereby consents thereto.

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9.3   Waiver of Certain Rights

The Borrower and each of the Guarantors hereby waives, each of the following, to the fullest extent permitted by law:



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ARTICLE 10     MISCELLANEOUS

10.1    Notices

Any notice or other communication which may be or is required to be given or made pursuant to this Agreement shall be deemed to have been sufficiently and
effectively given if signed by or on behalf of the party giving notice and sent by either personal service or paid registered mail to the party for which it is intended at its address as follows:





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Any
notice or communication which may or is required to be given or made shall be made or given as herein provided or to such other address or in care of such other officer as a party
may from time to time advise to the other parties hereto by notice in writing as aforesaid. The date of receipt of any such notice shall be the date of delivery of such notice if served personally or,
if mailed as aforesaid, shall be deemed to be the fifth (5th) Business Day next following the date of such mailing. If at the date of any such mailing or on or before the third (3rd) Business Day
thereafter there is a general interruption in the operation of the postal service in the United States of America which does or is likely to delay delivery by mail of such notice, to the extent
possible, shall be served personally.

10.2    Amendment and Waiver

No provision of this Agreement or the documents collateral thereto may be changed, modified or amended other than by an agreement in writing signed by the parties
hereto.

10.3    Further Assurances

From time to time, the Borrower and the Guarantors will execute and deliver to the Lender such additional documents and will provide such additional assurances
and/or information as the Lender may reasonably require to carry out the terms of this Agreement and the other Loan Documents and be informed of the status and affairs of the Borrower and the
Guarantors.

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10.4    Enforcement and Waiver by the Lender

The Lender shall have the right at all times to enforce the provisions of this Agreement and agreements to be delivered pursuant hereto in strict accordance with
the terms hereof and thereof notwithstanding any conduct or custom on the part of the Lender in refraining from so doing at any time or times. The failure of the Lender at any time or times to enforce
its rights under such provisions, strictly in accordance with the same, shall not be construed as having created a custom in any way or manner contrary to specific provisions of this Agreement or as
having in any way or manner modified or waived the same. All rights and remedies of the Lender are cumulative and concurrent and the exercise of one right or remedy shall not be deemed a waiver or
release of any other right or remedy.

10.5    Execution in Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.

10.6    Assignment

The Loan Documents shall enure to the benefit of the Lender, its successors and assigns, and shall be binding upon the Borrower and the Guarantors, and their
respective successors and assigns. Neither the Borrower nor any of the Guarantors shall assign, sell, convey or otherwise transfer any of its rights or obligations under the Loan or the Loan
Documents. The Lender, may assign, sell, convey, grant participations in, pledge, or otherwise transfer all or any part of its rights or obligations under the Loan and the Loan Documents as follows
(each a "Permitted Lender Assignee"): (a) at any time, to any Affiliate of the Lender, without the Borrower's or the Guarantors' consent; and
(b) at any time during which an Event of Default has occurred and is continuing, to any third party, without the Borrower's or the Guarantor's consent. Any Permitted Lender Assignee shall
provide written notice to the Borrower and the Guarantors of such assignment and its assumption of the obligations of the Lender hereunder and thereafter shall be entitled to the performance of all of
the Borrower's and the Guarantors' agreements and obligations under the Loan and the Loan Documents and shall be entitled to enforce all the rights and remedies of the Lender under the Loan and the
Loan Documents, for the benefit of such Permitted Lender Assignee, as fully as if such Permitted Lender Assignee was herein by name specifically given such rights and remedies. Each of the Borrower
and the Guarantors expressly agrees that it will assert no claims or defenses that it may have against the Lender against any Permitted Lender Assignee, except those specifically available under this
Agreement. In the event that the Borrower or any Guarantor shall become directly liable for any additional charges or levies by any governmental or regulatory authority in consequence of the operation
of this Section 10.6, the Borrower shall give the Lender notice thereof and thereafter the Lender shall indemnify the Borrower or the Guarantor, as applicable, in full for any such charges or
levies. The Borrower and the Guarantors shall be given written notice of any such assignment. The Borrower and the Guarantors shall cooperate with and perform the reasonable requirements of the
Permitted Lender Assignee, but the costs and expenses, including reasonable legal fees and disbursements relating directly to or arising directly out of any such assignment shall not be the expense of
the Borrower or the Guarantors.

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10.7    Disclosure of Information to Potential Permitted Lender Assignees

The Borrower and the Guarantors agree that the Lender shall have the right (but shall be under no obligation) to make available to any potential Permitted
Lender Assignee any and all information which the Lender may have pursuant to the Loan Documents, provided such disclosure is not in violation of any applicable securities laws, rules or regulations
and such potential Permitted Lender Assignee enters into a typical and customary confidentiality agreement in favor of the Borrower and the Guarantors.

10.8    Right to Cure

The Lender may from time to time, in its sole and absolute discretion (but shall have no obligation to do so), for the Borrower's account and at the
Borrower's expense, pay any amount or do any act required of the Borrower hereunder or required under the Loan Documents, the Material Agreements and/or the Construction Agreements or requested by the
Lender to preserve, protect, maintain or enforce the Loan, the Gulfstream Property or any other collateral, and which the Borrower fails to pay or do or cause to be paid or done, including, without
limitation, payment of insurance premiums, taxes or assessments, warehouse charge, finishing or processing charge, landlord's claim, and any other lien upon or with respect to the Properties or any
other collateral. All payments that the Lender makes pursuant to this Section and all out-of-pocket costs and expenses that the Lender pays or incurs in connection with any
action taken by it hereunder shall be deemed Costs. Any payment made or other action taken by the Lender pursuant to this Section shall be without prejudice to any right to assert an Event of Default
hereunder and to pursue the Lender's other rights and remedies with respect thereto.

10.9    Forbearance by the Lender Not a Waiver

Any forbearance by the Lender in exercising any right or remedy under any of the Loan Documents, or otherwise afforded by applicable law, shall not be a waiver of
or preclude the exercise of any right or remedy. The Lender's acceptance of payment of any sum secured by any of the Loan Documents after the due date of such payment shall not be a waiver of the
Lender's right to either require prompt payment when due of all other sums so secured or to declare a default for failure to make prompt payment. The procurement of insurance or the payment of taxes
or other liens or charges by the Lender shall not be a waiver of the Lender's right to accelerate the maturity of the Loan, nor shall the Lender's receipt of any awards, proceeds or damages operate to
cure or waive the Borrower's or any of the Guarantors' default in payment or sums secured by any of the Loan Documents. With respect to all Loan Documents, only waivers made in writing by the Lender
shall be effective against the Lender.

10.10    Waiver of Statute of Limitations and Other Defenses

The Borrower and Guarantors hereby waive the right to assert any statute of limitations or any other defense as a bar to the enforcement of the lien created by
any of the Loan Documents or to any action brought to enforce the Gulfstream Note or any other obligation secured by any of the Loan Documents.

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10.11    Relationship and Indemnity

The relationship between the Lender and the Borrower and the Guarantors shall be that of creditor-debtor only. No term in this Agreement or in the other Loan
Documents, nor any shareholder or other Affiliate relationship between the parties, and no course of dealing between the parties shall be deemed to create any relationship of agency, partnership or
joint venture or any fiduciary duty by the Lender to any other party.

To
the fullest extent permitted by law, the Borrower and the Guarantors hereby agree to indemnify, protect, hold harmless and defend the Lender, its successors, assigns and members,
shareholders, directors, officers, employees, and agents from and against any and all losses, damages, costs, expenses (including reasonable attorneys' fees (including, but not limited to, all
appellate level and post-judgment proceedings), claims, proceedings, penalties, fines and other sanctions arising from or relating to the transactions contemplated this Agreement and the
other Loan Documents, and which arise out of or relate to (a) environmental matters, (b) breach by the Borrower and/or the Guarantors of any of their respective representations,
warranties or covenants set forth in this Agreement and the other Loan Documents, (c) any acts or omissions of the Borrower and/or the Guarantors or any agent or contractor thereof, and
(d) the business of the Borrower and/or the Guarantors. Upon written request by an indemnitee, the Borrower and the Guarantors will undertake, at their own costs and expense, on behalf of such
indemnitee, using counsel satisfactory to the indemnitee in such indemnitee's reasonable discretion, the defense of any legal action or proceeding whether or not such indemnitee shall be a party and
for which such indemnitee is entitled to be indemnified pursuant to this Section. At the Lender's option, the Lender may, at the Borrower's and/or and the Guarantors expense, prosecute or defend any
action involving the priority, validity or enforceability of the Gulfstream/Aventura Mortgage and/or The Meadows Mortgage. The obligations of the Borrower and the Guarantors under this
Section 10.11 shall survive the payment and performance of the Indebtedness, liabilities and obligations of the Borrower and the Guarantors under, and the termination and release by the Lender
of, this Agreement and the other Loan Documents.

10.12    Successors and Assigns Bound; Joint and Several Liability; Agents; and Captions

The covenants and agreements contained in the Loan Documents shall bind, and the rights thereunder shall inure to, the respective permitted successors and assigns
of the Lender, the Borrower and the Guarantors, subject to the provisions of this Agreement. All covenants and agreements of the Borrower and the Guarantors shall be joint and several. In exercising
any rights under the Loan Documents or taking any actions provided for therein, the Lender may act through its employees, agents or independent contractors as authorized by the Lender.

10.13    Loss of Gulfstream Note

Upon notice from the Lender of the loss, theft, or destruction of the Gulfstream Note and upon receipt of an indemnity reasonably satisfactory to the Borrower
from the Lender, or in the case of mutilation of the Gulfstream Note, upon surrender of the mutilated Gulfstream Note, the Borrower shall make and deliver a new note of like tenor in lieu of the then
to be superseded Gulfstream Note.

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10.14    Time of Essence

Time is of the essence of this Agreement and the performance of each of the covenants and agreement contained herein.

10.15    Service of Process/Venue

The Borrower hereby consents to service of process, and to be sued, in the State of Florida and consents to the jurisdiction of the state and federal courts where
the Gulfstream Property is located as well as the jurisdiction of all courts from which an appeal may be taken from such courts, for the purpose of any suit, or other proceeding arising out of any of
their obligations hereunder, and expressly waive any and all objections they may have as to venue in any such courts. Further, in the Lender's sole and absolute discretion, suits to enforce this
Agreement or in any way relating to the subject matter of this Agreement may be brought by the Lender in any court located within the State or County where any portion of the real property included in
either of Properties is located or in the United States District Court having jurisdiction over all or any portion of the real property included in the Gulfstream Property.

10.16    Jury Trial Waiver

THE BORROWER AND THE LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF
THIS AGREEMENT AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY THE BORROWER AND THE LENDER, AND THE BORROWER ACKNOWLEDGES THAT
NEITHER THE LENDER NOR ANY PERSON ACTING ON BEHALF OF THE LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INCLUDE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR
NULLIFY ITS EFFECT. THE BORROWER AND THE LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN
ENTERING INTO THIS AGREEMENT AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. THE BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED
(OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

10.17    Final Agreement/Modification

This Agreement, together with the other Loan Documents is intended as the final expression of the agreement between the Borrower and the Lender. All prior
discussions, negotiations and agreements are of no further force and effect. This Agreement can be modified only in writing executed by all parties and the written agreement may not be contradicted by
any evidence of any alleged oral agreement.

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10.18    Continuing Agreement

This Agreement shall in all respects be a continuing agreement and shall remain in full force and effect (notwithstanding, without limitation, the death,
incompetency or dissolution of any of the Borrower or any of the Guarantors).

10.19    No Third Party Beneficiaries

This Agreement, the Gulfstream/Aventura Mortgage, the Gulfstream Note and the other Loan Documents are made for the sole benefit of the Lender and the Borrower,
and no other party shall have any legal interest of any kind under or by reason of any of the foregoing. Whether or not the Lender elects to employ any or all the rights, powers or remedies available
to it under any of the foregoing, the Lender shall have no obligation or liability of any kind to any third party by reason of any of the foregoing or any of the Lender's actions or omissions pursuant
thereto or otherwise in connection with this transaction.

10.20    Appointment of Administrative Agent

The Lender may, at its discretion, following written notice to the Borrower, appoint and authorize an administrative agent
(an "Administrative Agent") to act as its agent hereunder and under the other Loan Documents with such powers as are expressly delegated to such
Administrative Agent by the terms of such appointment, together with such other powers as are reasonably incidental thereto. Any such Administrative Agent may resign at any time by giving
10 days' prior written notice thereof to the Borrower and the Lender, and the Administrative Agent may be removed at any time with or without cause by the Lender. Upon any such resignation or
removal, the Lender shall have the right to appoint a successor Administrative Agent.

10.21    No Brokers

Each of the Borrower and the Guarantors, on the one hand, and the Lender, on the other hand, warrants and represents to the other that it has not employed any
broker or agent in connection with the transaction contemplated hereby. Each of the Borrower and the Guarantors, on the one hand, and the Lender, on the other hand, shall indemnify and hold the other
harmless from any loss or cost suffered or incurred by it as a result of any commission owed to any broker or agent claiming a commission due as a result of representing such party (or any of
its Affiliates) with respect hereto.

10.22    Certain Provisions relating to the Guarantors

The provisions of this Agreement with respect to each of The Meadows Operators, as Guarantors, will not be operative unless approved by The State Harness Racing
Commission of Pennsylvania under 58 Pa. Code Section 185.22. Each of the Guarantors covenants that they will promptly seek such approval, and further covenants that they will not take
any act (or omit to take any act) that disqualifies them from applying, obtaining, maintaining or receiving a license under the Pennsylvania Race Horse Development and Gaming Act, 4 Pa.
C.S.A. Sections 1101-1904 (2004) or related regulations as in effect from time to time.

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10.23    ACKNOWLEDGMENT

THE BORROWER ACKNOWLEDGES THAT IT HAS THOROUGHLY READ AND REVIEWED THE TERMS AND PROVISIONS OF THIS AGREEMENT, THE ATTACHED SCHEDULES AND THE LOAN DOCUMENTS AND
IS FAMILIAR WITH THE TERMS OF SAME; THAT THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT HAVE BEEN THOROUGHLY READ BY THE BORROWER AND ARE CLEARLY UNDERSTOOD AND FULLY AND UNCONDITIONALLY
CONSENTED TO BY THE BORROWER. THE BORROWER HAS HAD FULL BENEFIT AND ADVICE OF COUNSEL OF ITS SELECTION, IN REGARD TO UNDERSTANDING THE TERMS, MEANING, AND EFFECTS OF THIS AGREEMENT. THE BORROWER
FURTHER ACKNOWLEDGES THAT ITS EXECUTION OF THIS AGREEMENT AND THE LOAN DOCUMENTS IS DONE FREELY, VOLUNTARILY AND WITH FULL KNOWLEDGE, AND WITHOUT DURESS, AND THAT IN EXECUTING THIS AGREEMENT AND THE
LOAN DOCUMENTS, THE BORROWER HAS RELIED ON NO OTHER REPRESENTATIONS, EITHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, MADE TO IT BY ANY OTHER PARTY TO THE AGREEMENT; AND THAT THE CONSIDERATION RECEIVED BY
THE BORROWER UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS AND HAS BEEN ACTUAL AND ADEQUATE.

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IN WITNESS WHEREOF, the parties hereto have executed this Loan Agreement or have caused the same to be executed by their duly authorized representatives as of the date first above
written.

| |  | GULFSTREAM PARK RACING ASSOCIATION, INC.  
| |  | ------------------------------------------
| |  | by                                        
| |  |                                           
| |  | We have authority to bind the Corporation 
| |  | MEC PENNSYLVANIA RACING, INC.             
| |  | by                                        
| |  |                                           
| |  | We have authority to bind the Corporation.

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| |  | WASHINGTON TROTTING ASSOCIATION, INC.            
| |  | -------------------------------------------------
| |  | by                                               
| |  |                                                  
| |  | We have authority to bind the Corporation.       
| |  | MOUNTAIN LAUREL RACING, INC.                     
| |  | by                                               
| |  |                                                  
| |  | We have authority to bind the Corporation.       
| |  | MID ISLANDI SF.
    ACTING THROUGH ITS ZUG BRANCH
| |  | by                                               
| |  |                                                  

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